Offer Update

RNS Number:3187Q
Stoneycroft Limited
29 September 2003


The information contained herein is restricted and is not for release or
distribution in or into the United States of America, Canada, Australia or
Japan.


This press release has been issued by Stoneycroft Limited and is the sole
responsibility of Stoneycroft Limited and has been approved solely as a
financial promotion for the purposes of Section 21 of the Financial Services and
Markets Act 2000 by Numis Securities Limited of 5th Floor, Cheapside House, 138
Cheapside, London EC2V 6LM. Numis Securities Limited and City Capital
Corporation Limited are acting as the financial advisers to Stoneycroft Limited
and no one else and will not be responsible to any other person for providing
the protections afforded to clients of Numis Securities Limited and City Capital
Corporation Limited respectively or for providing advice regarding the Offer.

This document does not constitute an offer or invitation to purchase or
subscribe for any securities of Monsoon plc and should not be relied on in
connection with any decision to purchase or subscribe for any such securities.
The securities referred to herein have not been nor will be registered under the
United States Securities Act of 1933 (as amended) nor under the securities
legislation of any state of the United States of America or any province or
territory of Canada, Australia or Japan or in any country, territory or
possession where to do so may contravene local securities law or regulations.
Accordingly, these securities may not, subject to certain exceptions, be offered
or sold directly or indirectly in or into the United States of America, Canada,
Australia or Japan or to any national, citizen or resident of the United States
of America, Canada, Australia or Japan.


Offer Update

                          Offer by Stoneycroft Limited

        to sell Put Options over 35,599,540 issued shares of Monsoon plc


On 2 July 2003 Stoneycroft Limited ("Stoneycroft") announced an offer to sell
Put Options over up to 35,599,540 issued shares of #0.10 each in Monsoon plc
("Monsoon"), representing 20% of Monsoon's issued share capital ("the Offer").
Stoneycroft announced on 30 July 2003, that the Offer was fully subscribed and
therefore, in accordance with the terms of the Offer, the second offer period
was closed.


As at 5:00 pm on 26 September 2003, valid Put Exercise Notices in relation to a
total of 631,626 Put Options had been received. Following clearance from the
Takeover Panel, on 26 September 2003, Stoneycroft purchased 850,000 Monsoon
Shares in the market to take account of Put Options which Stoneycroft has been
notified will not or are not capable of being exercised. Stoneycroft may also
continue to make further market purchases in such circumstances.


Accordingly, as at 5:00 p.m. on 26 September 2003, the combined shareholdings of
Stoneycroft, the Stoneycroft Trust, the Beauchamp Trust and Peter Simon
represent approximately 74.4% of the issued share capital of Monsoon, taking
into account the recent market purchases by Stoneycroft and Put Options
exercised to date.


At the same time, the combined interests of Stoneycroft, the Stoneycroft Trust,
the Beauchamp Trust and Peter Simon represent approximately 92.5% of the issued
share capital of Monsoon, subject to full exercise of the outstanding Put
Options. Stoneycroft is interested in Monsoon Shares representing 29.2% of
Monsoon's issued share capital of which 19,600,909 shares or 11.0% is made up of
Monsoon Shares held by Stoneycroft and the balance of 32,383,575 shares or 18.2%
is represented by Put Options.


Given the exercise period for the Put Options closes on Friday 3rd October,
holders of Put Options should be aware of the following factors that may be
relevant to their decision as to whether to exercise their Put Options:


* In accordance with the terms of the Offer Document, the exercise price
of the Puts has been reduced to 136.5p;

* Stoneycroft supports the statement made in the Chairman's Statement
contained in the 2003 Monsoon annual report relating to future dividends,
"Future dividend payments could be reviewed in light of other investment
opportunity ideas, which the Board believes could yield better returns for
shareholders in the future";

* In Monsoon's announcement dated 27th August 2003 it was stated that
the UKLA has confirmed that once the level of shares in public hands falls below
the required 25% threshold, Monsoon will be required to de-list from the
Official List unless Monsoon can provide evidence as to the steps it will take
to increase the number of shares in public hands back above the required level.
Stoneycroft notes that the same announcement sets out Monsoon's understanding
that neither Stoneycroft nor Peter Simon intends to take any action that would
result in a decrease in their respective shareholdings in the foreseeable
future. Whether or not this threshold is achieved through this Offer of Puts,
Stoneycroft reiterates its support of any initiative by the Board of Monsoon to
transfer its public quotation to the LSE's Alternative Investment Market
("AiM");

* The request by the Directors of Beauchamp (UK) Limited for
representation on the Board of Monsoon;

* Stoneycroft's intention in the future to request representation, as
appropriate, on the Board of Monsoon commensurate with its shareholding;

* Up to 3.00 p.m. on 3rd October, holders of the Put Options have the
ability to sell their shares in Monsoon, regardless of the size of their
holdings, with price certainty by exercising their Put Options. After that time,
there can be no such certainty.


Holders of Put Options have until 3.00 p.m. on 3 October 2003 to exercise their
right to sell Monsoon shares to Stoneycroft at the prevailing exercise price.
Settlement of the consideration to which any Monsoon Shareholder is entitled
will be effected on the relevant Put Option Completion Date following the
exercise of their Put Options, provided that the final such settlement date will
be 8 October 2003.



23 July 2003            * Second offer period began
                        * Investors can exercise their Put Options at
                          any time until 3 October 2003, with settlement taking 
                          place on a weekly basis

30 July 2003            * Second offer period closed

19 September 2003       * Exercise price was reduced from 140p to 136.5p

3 October 2003          * Last day that Put Options may be exercised


8 October 2003          * Final settlement occurs and the transaction is deemed
                          complete
                        * Stoneycroft announces the final outcome of the Offer


Capitalised words and expressions used in this announcement shall bear the
respective meanings as defined in the Offer Document issued by Stoneycroft dated
2 July 2003, unless the context requires otherwise.


Enquiries:

City Capital Corporation                                       [phone]
Michael Hammond
David Meacher

Numis Securities Limited                                       [phone]
Oliver Hemsley

Gavin Anderson & Company                                       [phone]
Neil Bennett
Ken Cronin



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

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