Offer Update

RNS Number:0817Z
Mountcashel PLC
25 July 2002


Embargoed for release until 7.00 a.m. on 25 July 2002


Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan



     Recommended Offer by KBC Peel Hunt Ltd ("KBC Peel Hunt") on behalf of
                Mountcashel plc ("Mountcashel" or the "Company")


                                      for


              Corporate Synergy Holdings plc ("Corporate Synergy")



                  Offer declared unconditional in all respects

                                      and

                     notice of subdivision of share capital



On 1 July 2002, a recommended offer was made by KBC Peel Hunt, on behalf of
Mountcashel, for the entire issued share capital of Corporate Synergy not
currently owned by Mountcashel (the "Offer"), as set out in the Offer Document
dated 1 July 2002.



Pursuant to Rule 17 of the City Code the board of Mountcashel announces that by
3.00 p.m. on 24 July 2002, Mountcashel had received valid acceptances in respect
of a total of 41,267,826 Corporate Synergy Shares (representing approximately
86.9 per cent. of the existing issued ordinary share capital of Corporate
Synergy).



The board of Mountcashel announces that, having consulted with the board of
Corporate Synergy, all conditions to the Offer have now either been satisfied or
waived, subject only to admission of the Enlarged Issued Share Capital becoming
effective ("Admission") and accordingly, that the Offer is unconditional in all
respects subject only to such Admission.  Application for Admission has been
made in respect of the Enlarged Issued Share Capital.



Further to the approval at Mountcashel's EGM on 24 July 2002 of the resolution
relating to the Subdivision and Reorganisation of its share capital, and the
Offer being declared wholly unconditional (save for the condition relating to
Admission), the Company now gives notice that the last day for registration of
transfers of Mountcashel ordinary shares of 50p each will be 29 July 2002, and
that Admission of Mountcashel ordinary shares of 5p each will take place at the
start of dealings on 30 July 2002.  New share certificates will be dispatched to
Mountcashel Shareholders in respect of their current holdings by 6 August 2002
and CREST accounts will be credited with effect from Admission.



Accordingly 18,340,989 New Mountcashel Shares (of 5p each) have been allotted to
Corporate Synergy Shareholders who validly accepted the Offer by 3.00 p.m. on 24
July 2002.  Admission in respect of these shares will also take place on 30 July
2002.



In addition, with effect from the issue of a change of name certificate by the
Registrar of Companies, which is expected to take place later today, the
Company's name is changed to Abingdon Capital PLC.



The Offer will remain open for acceptances until 6 August 2002.  Mountcashel
intends to procure that Corporate Synergy applies to the London Stock Exchange
for its shares to be de-listed from AIM as soon as is practical.  Corporate
Synergy Shareholders who have not yet accepted the Offer are urged to do so
without delay.



Mountcashel received irrevocable undertakings from the directors of Corporate
Synergy (and their associated interests), save for Mr Oliver Vaughan, to accept
the Offer in respect of 24,825,496 Corporate Synergy Shares, representing
approximately 52.3 per cent. of Corporate Synergy's existing issued ordinary
share capital.  Valid acceptances in respect of all of these Corporate Synergy
Shares have been received and are included in the acceptances referred to above.



The total level of acceptances referred to above also now includes a valid
acceptance received from Mr Oliver Vaughan, chairman of Mountcashel, in respect
of his holding of 4,575,000 Corporate Synergy Shares (representing approximately
9.6 per cent. of the existing issued share capital of Corporate Synergy).



Prior to the start of the Offer Period on 30 April 2002 Mountcashel already held
1,500,000 Corporate Synergy Shares, representing 3.2 per cent. of the existing
issued ordinary share capital of Corporate Synergy.



Neither Mountcashel nor any person acting, or deemed to be acting, in concert
with Mountcashel has acquired or agreed to acquire any Corporate Synergy Shares
or rights over Corporate Synergy Shares since the Offer Period commenced (other
than pursuant to acceptances of the Offer).



The cash and share consideration payable to Corporate Synergy Shareholders who
held their Corporate Synergy Shares in certificated form, will be posted to such
persons who have validly accepted the Offer by 3.00 p.m. on 24 July 2002, within
14 days of the date of this announcement.



CREST accounts will be credited with the share element of the consideration
payable within 14 days of the date of this announcement in respect of Corporate
Synergy Shareholders who have validly accepted the Offer by 3.00 p.m. on 24 July
2002 and who held their Corporate Synergy Shares in uncertificated form.



The cash element of the consideration payable to Corporate Synergy Shareholders
who have validly accepted the Offer by 3.00 p.m. on 24 July 2002 and who held
their Corporate Synergy Shares in uncertificated form will be posted to such
persons within 14 days of the date of this announcement.



The expressions used in this announcement shall, unless the context otherwise
requires, bear the same meanings as set out in the Offer Document dated 1 July
2002.



Enquiries:



Chris Roberts                Mountcashel Plc
020 7937 4445

Edward Vandyk                Corporate Synergy Holdings plc
020 7626 2244



The directors of Mountcashel accept responsibility for the information contained
in this announcement.  To the best of the knowledge and belief of the directors
of Mountcashel (who have taken all reasonable care to ensure such is the case),
the information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.



KBC Peel Hunt is acting for Mountcashel in relation to the Offer and is not
acting for any other person and will not be responsible to any other person for
providing the protections afforded to customers of  KBC Peel Hunt or for
advising them on any other matter in relation to the Offer.


ENDS


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