Offer for Compco Holdings plc

RNS Number:2313M
City & General Securities Limited
12 June 2003

                                  APPENDIX I


                   CONDITIONS AND FURTHER TERMS OF THE OFFER



The Offer, which will be made by Merrill Lynch on behalf of City & General
Securities, will comply with the City Code and will be governed by English law
and be subject to the jurisdiction of the English courts.



PART A: CONDITIONS OF THE OFFER



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permitted, withdrawn) by 3.00 p.m. on the 21st day after the Offer Document has
been posted (the "First Closing Date") or such later time(s) and/or date(s) as
City & General Securities may, subject to the City Code, decide in respect of
not less than 90 per cent. (or such lesser percentage as City & General
Securities may decide) in nominal value of the Compco Shares to which the Offer
relates, provided that this condition will not be satisfied unless City &
General Securities and any of its wholly owned subsidiaries and their respective
nominees shall have acquired, or agreed to acquire, pursuant to the Offer or
otherwise, Compco Shares carrying in aggregate more than 50 per cent. of the
voting rights normally exercisable at a general meeting of Compco, including for
this purpose (to the extent, if any, required by the Panel) any voting rights
attaching to any Compco Shares that are unconditionally allotted or issued
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 and for the purposes of this condition:

  (i)         shares which have been unconditionally allotted shall be deemed to
carry the voting rights they will carry on issue; and

  (ii)        the expression "Compco Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act 1985;



(b)        no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association or agency (including any trade
agency) or any court or other competent body or person in any jurisdiction (each
a "Relevant Authority") having decided to take, instituted or threatened any
action, proceeding, suit, investigation, enquiry or reference, or enacted, made
or proposed and there not continuing to be outstanding any statute, regulation,
order or decision that would or would be reasonably likely to:

  (i)         make the Offer or its implementation or the acquisition or the
proposed acquisition of any or all Compco Shares, or control of Compco, by City
& General Securities void, unenforceable or illegal or directly or indirectly
prohibit or otherwise materially restrict, delay or interfere with the
implementation of, or impose material additional conditions or obligations with
respect to, the Offer or the acquisition of any Compco Shares, or control of
Compco, by City & General Securities;



  (ii)        require, prevent or delay the divestiture (or alter the terms of
any proposed divestiture) by City & General Securities or the Wider Compco Group
of all or any substantial part of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) and to own any of their respective
assets or properties or any part thereof, in each case to an extent which is
material in the context of City & General Securities or, as the case may be, the
Wider Compco Group taken as a whole;



  (iii)       require, prevent or delay to any material extent the divestiture
by City & General Securities of any shares or other securities in Compco;



  (iv)       impose any material limitation on, or result in any material delay
in, the ability of City & General Securities or the Wider Compco Group directly
or indirectly to acquire or hold or to exercise effectively all or any rights of
ownership of shares or loans or securities convertible into shares in any member
of the Wider Compco Group or on the ability of any member of the Wider Compco
Group to hold or exercise effectively, directly or indirectly, all or any rights
of ownership of shares or other securities convertible into shares in any other
member of the Wider Compco Group or on the ability of City & General Securities
to exercise management control over any member of the Wider Compco Group to an
extent which is material in the context of the Wider Compco Group taken as a
whole;



  (v)        require City & General Securities or any member of the Wider Compco
Group to offer to acquire any shares or other securities (or the equivalent) or
interests in any member of the Wider Compco Group owned by any third party,
other than Compco shares over which options remain outstanding, where such
acquisition would be material in the context of City & General Securities or, as
the case may be, the Wider Compco Group taken as a whole;



  (vi)       impose any material limitation on the ability of any member of the
Wider Compco Group to co-ordinate its business, or any part of it, with the
businesses of any other members of the Wider Compco Group;



  (vii)      result in any member of the Wider Compco Group ceasing to be able
to carry on business under any name under which it presently does so (the
consequences of which would be material in the context of the Wider Compco Group
taken as a whole); or



  (viii)     otherwise adversely affect the business, assets, liabilities,
profits, financial or trading position or prospects of any member of the Wider
Compco Group to an extent which is material in the context of  the Wider Compco
Group taken as a whole,



and all applicable waiting and other time periods during which any such 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 in respect of the Offer or the acquisition or
proposed acquisition of any Compco Shares having expired, lapsed or been
terminated;



(c)        all necessary filings or applications having been made and all
appropriate waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any jurisdiction having expired, lapsed
or been terminated in each case in respect of the Offer and the acquisition of
any shares in, or control of, Compco by City & General Securities and all
authorisations, orders, grants, recognitions, confirmations, licences, consents,
clearances, permissions and approvals ("authorisations") necessary in any
applicable jurisdiction for or in respect of the Offer and the proposed
acquisition of any shares in, or control of, Compco by City & General Securities
being obtained in terms and in a form reasonably satisfactory to City & General
Securities from appropriate Relevant Authorities or from any persons or bodies
with whom City & General Securities or any member of the Wider Compco Group has
entered into contractual arrangements, and such authorisations together with all
authorisations necessary for any member of the Wider Compco Group to carry on
its business remaining in full force and effect and no intimation of any
intention to revoke or not to renew any of the same having been made under the
laws or regulations of any jurisdiction and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with as regards
such authorisations;

(d)        save as disclosed in writing to City & General Securities or its
legal or accounting advisers by Compco or its legal or accounting advisers prior
to the date of this announcement, (excluding for the avoidance of doubt, any
provision the operation of which has been validly waived by the person entitled
to the benefit thereof) there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Compco
Group is a party or by or to which any such member or any of their assets may be
bound or be subject which, as a result of the making or implementation of the
Offer or the acquisition or proposed acquisition by City & General Securities of
the share capital of Compco or any part thereof or because of a change in the
control or management of Compco or otherwise, would or would be reasonably
likely to result (to an extent which is material in the context of the Wider
Compco Group taken as a whole) in:

  (i)         any monies borrowed by or any indebtedness (actual or contingent)
of any such member of the Wider Compco Group becoming repayable or capable of
being declared repayable immediately or earlier than the repayment date stated
in such agreement, instrument or other arrangement or the ability of such member
to borrow monies or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn or inhibited or any such arrangement,
agreement or instrument being terminated or adversely modified or any onerous
obligation arising or any adverse action being taken or arising thereunder;



  (ii)        the creation or enforcement of any mortgage, charge or other
security interest whether existing or having arisen over the whole or any part
of the business, property or assets of any such member of the Wider Compco Group
or any such mortgage, charge or security interest (whenever arising or having
arisen) becoming enforceable;



  (iii)       the interests, rights, liabilities, obligations or business of any
such member of the Wider Compco Group in or with any other person, firm or
company (or any agreements or arrangements relating to such interest or
business) being terminated or adversely affected;



  (iv)       any such member of the Wider Compco Group ceasing to be able to
carry on business under any name under which it presently does so;



  (v)        any assets or interest of any such member of the Wider Compco Group
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged
otherwise than in the ordinary course of business of the Compco Group;



  (vi)       the value of any such member or its financial or trading position
or prospects being materially prejudiced or materially adversely affected;



  (vii)      any such agreement, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or any onerous
obligations arising or any adverse action being taken or arising thereunder; or



  (viii)     the creation of any liabilities (actual or contingent) by any such
member of the Wider Compco Group, otherwise than in the ordinary course of
business of the Wider Compco Group,



and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Compco Group is a party or by or to which any such member or any of its
assets may be bound or be subject, would or would be reasonably likely to result
in any events or circumstances as are referred to in subparagraphs (i) to (viii)
of this subparagraph (d);



(e)        except as disclosed in the announcement of Compco's preliminary
statement of audited annual results for the year ended March 25, 2003 made on
the date of this announcement or as otherwise publicly announced to a Regulatory
Information Service by or on behalf of Compco or as disclosed in writing to City
& General Securities or its legal or accounting advisers before the date of this
announcement, no member of the Wider Compco Group having since March 25, 2003:

  (i)         save as between Compco and wholly-owned subsidiaries of Compco
prior to the date of this announcement or upon the exercise of rights to
subscribe for Compco Shares pursuant to options granted under the Compco Share
Scheme(s) prior to the date of this announcement, issued or agreed to issue or
authorised or proposed the issue of additional shares of any class, or
securities convertible into, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities;

  (ii)        recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution, whether payable
in cash or otherwise, other than a distribution by any wholly owned subsidiary
of Compco to its parent company;



  (iii)       implemented or authorised or announced an intention to implement
or authorise any merger or demerger or acquired or disposed of or transferred,
mortgaged or encumbered any assets or any right, title or interest in any asset,
other than in the ordinary course of business, and to an extent which is
material in the context of the Wider Compco Group taken as a whole;



  (iv)       implemented or authorised or announced an intention to implement or
authorise any reconstruction, amalgamation, scheme or other transaction or
arrangement (other than in the ordinary course of business);



  (v)        made, authorised or proposed or announced its intention to propose
any material change in its loan capital;



  (vi)       issued, authorised or proposed the issue of any debentures or (save
in the ordinary course of business) incurred or increased any material
indebtedness or become subject to any material contingent liability;



  (vii)      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced,
or save as referred to in paragraph (i) above, made or authorised any other
change in its share capital;



  (viii)      entered into, varied or terminated or announced its intention to
enter into, vary or terminate any arrangement, contract or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which involves or could involve an obligation
of a nature or magnitude which is material in the context of the Wider Compco
Group taken as a whole or which is or would reasonably be expected to be
materially restrictive on the business of the Wider Compco Group taken as a
whole;



  (ix)       entered into or materially varied or made any offer (which remains
open for acceptance) to enter into or materially vary the terms of any service
agreement with any director or senior executive of the Wider Compco Group;



  (x)        waived or compromised any claim which is material in the context of
the Wider Compco Group taken as a whole;



  (xi)       disposed of or transferred, mortgaged or encumbered any material
assets or any material right, title or interest in any such asset or entered
into any contract, transaction, reconstruction, amalgamation or arrangement
other than in the ordinary course of business;



  (xii)      entered into any contract, commitment or arrangement which would be
restrictive on the business of any member of the Wider Compco Group or City &
General Securities and which will or would be reasonably likely to have a
material adverse effect on the Wider Compco Group taken as a whole;

  (xiii)      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;



  (xiv)     taken or proposed any corporate action or passed any resolution for
or had any legal proceedings started or threatened against it in writing for its
winding-up (voluntary or otherwise), dissolution or reorganisation (or for any
analogous proceedings or steps in any jurisdiction) or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer (or
for the appointment of any analogous person in any jurisdiction) of all or any
of its assets and revenues;



  (xv)      entered into, or made an offer (which remains open for acceptance)
to enter into, any contract or commitment with respect to any of the
transactions, matters or events referred to in this paragraph (e); or



  (xvi)     amended its memorandum or articles of association;



(f)        since March 25, 2003 (except as disclosed in the announcement of
Compco's preliminary statement of audited annual results for the year ended
March 25, 2003 or as otherwise publicly announced to a Regulatory Information
Service by or on behalf of Compco or as disclosed in writing to City & General
Securities or its legal or accounting advisers before the date of this
announcement):

  (i)         no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of the Wider Compco
Group taken as a whole having occurred;



  (ii)        no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened in writing, announced, instituted or
remaining outstanding by, against or in respect of any member of the Wider
Compco Group or to which any member of the Wider Compco Group is a party
(whether as claimant or defendant or otherwise) and which are material in the
context of the Wider Compco Group taken as a whole and no investigation by any
Relevant Authority or other investigative body against or in respect of any
member of the Wider Compco Group having been threatened, announced, instituted
or remaining outstanding by, against or in respect of any member of the Wider
Compco Group and which are material in the context of the Wider Compco Group
taken as a whole;



  (iii)       no contingent or other liability having arisen or become apparent
to City & General Securities which would be likely to materially adversely
affect the Wider Compco Group taken as a whole; and



  (iv)       no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination, or adverse
modification of any licence held by any member of the Wider Compco Group, which
is necessary for the proper carrying on of its business and is material in the
context of the Wider Compco Group taken as a whole;



(g)        City & General Securities not having discovered (except as publicly
announced to a Regulatory Information Service by or on behalf of Compco or save
as disclosed in writing to City & General Securities or its legal or accounting
advisers by Compco or its legal or accounting advisers prior to the date of this
announcement) that:



  (i)         any financial, business or other information concerning any member
of the Wider Compco Group publicly announced through a Regulatory Information
Service or which has been disclosed in writing at any time to City & General
Securities or its advisers by or on behalf of any member of the Wider Compco
Group to City & General Securities or its advisers in the course of the due
diligence conducted by or on behalf of City & General Securities is misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not misleading and which has not been,
if material in the context of the Wider Compco Group taken as a whole, corrected
prior to the date of this announcement;



  (ii)        any member of the Wider Compco Group is subject to any liability,
contingent or otherwise, which is not disclosed or properly provided for in
Compco's preliminary statement of audited annual results for the year ended
March 25, 2003 made on the date of this announcement;



  (iii)       any past or present member of the Wider Compco Group has not
complied with all applicable legislation or regulations of any jurisdiction with
regard to the disposal, discharge, spillage, leak or emission of any waste or
hazardous or harmful substance or any substance likely to impair the environment
or harm human health or otherwise relating to environmental matters, which
non-compliance would be likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of the Wider Compco Group which is
material in the context of the Wider Compco Group taken as a whole; or there is
or is likely to be any liability (whether actual or contingent) to make good,
repair, re-instate or clean up any property now or previously owned, occupied or
made use of by any past or present member of the Wider Compco Group under any
environmental legislation, regulation, notice, circular or order of any Relevant
Authority; or



  (iv)       circumstances exist (whether as a result of the making of the Offer
or otherwise):


    (A)       which would be likely to lead any Relevant Authority to institute;
or

    (B)       whereby City & General Securities or any member of the Wider
Compco Group would be likely to be required to institute,

an environmental audit or health and safety audit or take any other steps which
would in any case be likely to result in any liability (whether actual or
contingent) or requirement on the part of any member of the Wider Compco Group
to improve or install new plant or equipment or make good, remediate, repair,
reinstate or clean up any land or other asset owned, occupied or made use of, or
harmed, contaminated or in any way affected by any past or present member of the
Wider Compco Group; under any environmental legislation, regulation, notice,
circular or order of any Relevant Authority or any common law liability
(including, without limitation, contractual) which, in any such case, would be
material;

and which, in any such case, is material in the context of the Wider Compco
Group taken as a whole; and

(h)        City & General Securities not having discovered (except as publicly
announced by or on behalf of Compco or as disclosed in writing to City & General
Securities or its legal or accounting advisers by Compco or its legal or
accounting advisers prior to the date of this announcement) that:

  (i)         a member of the Wider Compco Group does not have good and
marketable title to the Properties or any of them; or

  (ii)        there is any defect in title to the Properties or any of them;

and which is material in the context of the Wider Compco Group taken as a whole.

City & General Securities reserves the right at its absolute discretion to waive
all or any of conditions (b) to (h) inclusive, in whole or in part.  The Offer
will lapse unless all the above conditions are fulfilled or (if capable of
waiver) waived or, where appropriate, determined by City & General Securities to
have been or remain satisfied by midnight on the day which is 21 days after the
later of the First Closing Date and the date on which the Offer becomes or is
declared unconditional as to acceptances (or such later date as City & General
Securities may, with the consent of the Panel, decide).  City & General
Securities shall be under no obligation to waive or treat as fulfilled any of
conditions (b) to (h) 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.



If City & General Securities is required by the Panel to make an offer or offers
for any Compco Shares under Rule 9 of the City Code, City & General Securities
may make such alterations to the above conditions as are necessary to comply
with that Rule.



If before the later of 3.00 p.m. on the First Closing Date or the date when the
Offer becomes or is declared unconditional as to acceptances (whichever is the
later) the acquisition of Compco is referred to the Competition Commission the
Offer will lapse.



As used in this Part A:



"Wider Compco Group" means Compco and its subsidiary undertakings, associated
undertakings and any other undertakings in which Compco and such undertakings
(aggregating their interests) have a substantial interest; and



"subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given by the Companies Act 1985 (but ignoring the meanings in paragraph
20(1)(b) of Schedule 4A to the Companies Act 1985) and "substantial interest"
means a direct or indirect interest in 20 per cent. or more of the equity
capital of an undertaking.



PART B: CERTAIN FURTHER TERMS OF THE OFFER



The Offer will be made on the terms and will be subject to the conditions which
are set out in this Appendix I, those terms which will be set out in the Offer
Document and the Form of Acceptance and such further terms as may be required to
comply with the provisions of the City Code.  This announcement does not
constitute an offer or invitation to purchase any securities.



Compco Shares will be acquired by City & General Securities fully paid and free
from all liens, equitable interests, charges, encumbrances, pre-emption rights
and other third party interests and rights of whatsoever nature and together
with all rights now or hereafter attaching thereto, including the right to
receive and retain all dividends and other distributions declared, made or paid
on or after the date of this announcement, including the proposed dividend of 7
pence per Compco Share referred to in Compco's preliminary statement of audited
annual results for the year ended March 25, 2003.  Accordingly, whilst the Offer
remains open for acceptance, or if the Offer becomes or is declared
unconditional in all respects, such dividend will not be paid to Compco
Shareholders.



If the Offer lapses, the Offer will cease to be capable of further acceptance
and persons accepting the Offer and City & General Securities shall thereupon
cease to be bound by acceptances delivered on or before the date on which the
Offer so lapses.



The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including without limitation,
telephonically or electronically or via the internet) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States nor will the Offer be made in or into Australia, Canada or Japan.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into Australia, Canada, Japan or the
United States.




                                  APPENDIX II


                        SOURCES AND BASES OF INFORMATION





1.                  General



Unless otherwise stated, the financial information relating to Compco contained
in this announcement has been extracted or derived, without material adjustment,
from Compco's preliminary statement of audited annual results for the year ended
March 25, 2003 made on the date of this announcement or as otherwise publicly
announced to a Regulatory Information Service by or on behalf of Compco before
the date of this announcement.



2.                  Value of the Offer



The Offer values the fully diluted share capital of Compco at approximately
#147.2 million, based on the offer price of 393 pence for each Compco Share and
on 37,376,123 Compco Shares being in issue (as sourced from Compco's shareholder
register as at June 11, 2003) and options over 75,000 Compco Shares.



3.                  Share prices



The market prices of Compco Shares have been derived from the Daily Official
List of the London Stock Exchange and represent the closing middle market prices
on the relevant date.



4.                  Adjusted Net Asset Value



The Adjusted Net Asset Value of Compco of #160.0 million or approximately 427
pence per Compco Share represents, on a fully diluted basis:



(i)         the net asset value of #169.7 million or approximately 454 pence per
Compco Share;



(ii)        less an FRS13 adjustment (after tax) of #4.3 million or
approximately 11 pence per Compco Share;



(iii)       less a contingent capital gains tax liability of #13.7 million or
approximately 37 pence per Compco Share;



(iv)       plus the adjustment to market value of stock (after minority
interests and tax) of #8.0 million or approximately 21 pence per Compco Share;
and



(v)        plus #0.3 million, being the proceeds receivable on the exercise of
all outstanding options over Compco Shares.




                                  APPENDIX III



                                  DEFINITIONS




"Adjusted Net Asset Value"       the net asset value of Compco, calculated in accordance with paragraph 4 of
                                 Appendix II;


"Australia"                      the commonwealth of Australia, its states, territories or possessions;


"Bank of Scotland"               The Governor & Company of the Bank of Scotland, a member of the HBOS Group;


"Canada"                         Canada, its possessions, provinces and territories and all areas subject to
                                 its jurisdiction or any political sub-division thereof;


"City & General Group"           City & General Group Limited;


"City & General Securities"      City & General Securities Limited;


"City Code"                      The City Code on Takeovers and Mergers;


"Companies Act"                  the Companies Act 1985, as amended;


"Compco" and the "Company"       Compco Holdings plc;


"Compco Group"                   Compco and its subsidiary undertakings;


"Compco Share" or "Compco 
Shares"                          the existing unconditionally allotted or issued and fully paid ordinary
                                 shares of 20 pence each in Compco and any further such shares which are
                                 unconditionally allotted or issued (including pursuant to the exercise of
                                 options granted prior to the date hereof under the Compco Share Schemes)
                                 before the date on which the Offer closes (or such earlier date, not being
                                 earlier than the date on which the Offer becomes or is declared
                                 unconditional as to acceptances or, if later, the first closing date of the
                                 Offer, as City & General Securities may, subject to the City Code, decide);


"Compco Shareholders"            holders of Compco Shares;


"Compco Share Schemes"           the Compco Approved Share Option Plan 2001, the Compco Unapproved Share
                                 Option Scheme 2001 and any other share option scheme or arrangement
                                 operated by Compco Group before the date on which the Offer closes, lapses
                                 or is withdrawn;


"Credit Lyonnais Securities"     Credit Lyonnais Securities, which is regulated by the Financial Services
                                 Authority and is a member of the London Stock Exchange;


"directors of Compco" or "Compco the board of directors of Compco;
Board"


"Form of Acceptance"             the form of acceptance and authority to be issued in connection with the
                                 Offer and which will accompany the Offer Document;


"FRS"                            Financial Reporting Standard;


"HBOS"                           HBOS plc;


"HBOS Group"                     HBOS and its subsidiaries and subsidiary undertakings;


"Japan"                          Japan, its cities, prefectures, territories and possessions;


"Joint Ventures"                 Bank of Scotland Joint Ventures, part of Bank of Scotland Corporate
                                 Banking, a division of Bank of Scotland;


"London Stock Exchange"          London Stock Exchange plc or its successor;


"Marcol"                         the association of companies which operate under The Marcol Group brand;


"Merrill Lynch"                  Merrill Lynch International;


"Offer"                          the offer to be made by Merrill Lynch on behalf of City & General
                                 Securities to acquire the entire issued and to be issued share capital of
                                 Compco on the terms and conditions set out in this announcement and in the
                                 Offer Document and the Form of Acceptance including, where the context so
                                 requires, any subsequent revision, variation, extension or renewal of such
                                 offer;


"Offer Document"                 the document to be despatched on behalf of City & General Securities
                                 containing the terms and conditions of the Offer and, where appropriate,
                                 any other document(s) containing terms and conditions of the Offer
                                 constituting the full terms and conditions of the Offer;


"Panel"                          the Panel on Takeovers and Mergers;


"Properties"                     any interest owned by the Wider Compco Group in the properties the
                                 addresses of which are listed in the King Sturge valuation dated March 25,
                                 2003 and the ATIS REAL Weatheralls valuation of the Chelsea Harbour Estate
                                 dated March 25, 2003;


"Regulatory Information Service" any of the services set out in schedule 12 of the listing rules of the
                                 United Kingdom Listing Authority, being the competent authority for the
                                 purposes of Part VI of the Financial Services and Markets Act 2000;


"Uberior"                        Uberior Ventures Limited, a wholly-owned subsidiary of Uberior Investments
                                 plc, in turn a wholly-owned subsidiary of Bank of Scotland;


"UK Listing Authority"           the Financial Services Authority in its capacity as a competent authority
                                 under the Financial Services and Markets Act 2000; and


"United States" or "US"          the United States of America, its territories and possessions, any state of
                                 the United States of America and the District of Columbia and all other
                                 areas subject to its jurisdiction and any political subdivision thereof.





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            The company news service from the London Stock Exchange
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OFFGUUMPQUPWUGP