Unconditional in all respects

RNS Number:2665N
City & General Securities Limited
07 July 2003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES


                                                                    July 7, 2003


                     CITY & GENERAL SECURITIES LIMITED

                   OFFER FOR COMPCO HOLDINGS PLC DECLARED 
                       UNCONDITIONAL IN ALL RESPECTS



The board of City & General Securities announces that by 3.00 p.m. (London time)
on July 7, 2003 valid acceptances of the Offer had been received in respect of a
total of 35,535,067 Compco Shares, representing approximately 95.1 per cent. of
the existing issued share capital of Compco.



This total includes 19,388,097 Compco Shares, representing approximately 51.9
per cent. of the existing issued share capital of Compco, in respect of which
City & General Securities had received either undertakings or a letter of intent
to accept or procure acceptance of the Offer.  These undertakings and letter of
intent were received by City and General Securities from all the directors of
Compco and certain persons connected with them holding Compco Shares and certain
other Compco Shareholders between May 7, 2003, the date on which the Offer
Period commenced, and June 12, 2003, the date on which the Offer was announced.



All of the conditions of the Offer as set out in the Offer Document dated June
13, 2003 have now been satisfied or waived and, accordingly, the Offer is
declared unconditional in all respects.



The Offer will remain open for acceptance until further notice.



Compco Shareholders who have not yet accepted the Offer and who wish to accept
the Offer should complete the Form of Acceptance (whether or not their Compco
Shares are held in CREST) enclosed with the Offer Document and return it by post
or (during normal business hours only) by hand, together with supporting
documents, as soon as possible to the receiving agents to the Offer, Capita IRG
Plc, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TH or (during normal business hours only) by hand only to Capita IRG
Plc, Guildhall House, 81/87 Gresham Street, London EC2.  Compco Shareholders who
have any questions as to how to complete the Form of Acceptance or who need to
obtain a further Form of Acceptance should contact Capita IRG Plc by telephone
on 0870 162 3100 or from overseas on [phone].



The attention of Compco Shareholders is drawn to the fact that City & General
Securities intends to apply the provisions of sections 428 to 430F (inclusive)
of the Companies Act to acquire compulsorily any outstanding Compco Shares.
City & General Securities also intends to procure that Compco applies to the
London Stock Exchange and the UK Listing Authority for the cancellation of the
trading in Compco Shares on the London Stock Exchange's market for listed
securities and the listing of Compco Shares on the Official List of the UK
Listing Authority, respectively.  It is expected that these cancellations will
take place following the expiry of a notice period of 20 business days
commencing on the date of this announcement.  Accordingly, it is expected that
such cancellations will take effect on August 4, 2003 or as soon as is
practicable thereafter.



Consideration under the Offer will be despatched by July 21, 2003 to Compco
Shareholders who have already provided valid and complete acceptances under the
Offer.  Consideration in respect of valid acceptances received following the
date of this announcement will be despatched to accepting Compco Shareholders
within 14 days of such receipt.



Immediately prior to the commencement of the Offer Period, HBOS or persons
controlled by HBOS owned or controlled 655,964 Compco Shares, representing
approximately 1.8 per cent. of the existing issued share capital of Compco.
Since the commencement of the Offer Period, HBOS or persons controlled by HBOS
acquired or agreed to acquire 16,000 Compco Shares, representing approximately
0.04 per cent. of the existing issued share capital of Compco, such acquisition
not being connected with the Offer.  Valid acceptances of the Offer have been
received by City & General Securities in respect of all these Compco Shares and
they are included in the total above.



Save as disclosed in this announcement, neither City & General Securities nor
any party deemed to be acting in concert with City & General Securities held any
Compco Shares or rights over such shares immediately prior to the commencement
of the Offer Period nor have they acquired or agreed to acquire any Compco
Shares or rights over such shares since the commencement of the Offer Period.



Terms defined in the Offer Document have the same meanings in this announcement.



Enquiries:


TULCHAN                                               Telephone: [phone]

Andrew Grant
David Trenchard

Merrill Lynch                                         Telephone: [phone]

Bob Wigley
Simon Fraser



The Offer is not being made, directly or indirectly, in or into Australia,
Canada, Japan or the United States.  Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise distributed or sent in, into
or from Australia, Canada, Japan or the United States.  The availability of the
Offer to Compco Shareholders who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions.  Compco Shareholders who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.



Merrill Lynch is acting exclusively for City & General Securities and no-one
else in connection with the Offer and will not be responsible to anyone other
than City & General Securities for providing the protections afforded to clients
of Merrill Lynch or for providing advice in relation to the Offer.



END


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