Offer Update

RNS Number:9210J
Focus 100 Limited
11 April 2003


Focus100 Limited

Offer Update


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


                             Recommended Cash Offer


                                       by


                              Williams de Broe Plc


                                  on behalf of


                                Focus100 Limited


                                      for


                             Armitage Brothers plc


                  OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS


Focus100 Limited ("Focus100") announces that by 3.00 pm on 10 April 2003, the
first closing date of the Offer, valid acceptances had been received in respect
of a total of 3,880,032 Ordinary Shares of Armitage Brothers plc ("Armitage"),
representing approximately 95.8 per cent. of the existing issued ordinary share
capital of Armitage.

The acceptance condition and all other conditions of Focus100's Offer for
Armitage have now been satisfied or waived and accordingly Focus100 is pleased
to announce that the Offer is declared unconditional in all respects.  The Offer
will remain open for acceptance until further notice.  Armitage Shareholders who
have not yet accepted the Offer and wish to do so are urged to complete and
return their Forms of Acceptance as soon as possible.  The Offer and acceptances
under it remain on the terms and subject to the conditions set out in the Offer
Document.

The consideration due under the Offer in respect of acceptances complete in all
respects received not later than the close of business on 10 April 2003 will be
despatched on or before 24 April 2003, and within 14 days of the date of receipt
in respect of further acceptances which are complete in all respects.

On 15 April 2003, Focus100 expects to post statutory notices pursuant to Section
429(4) of the Companies Act 1985 to Armitage Shareholders who have not yet
validly accepted the Offer, informing such Armitage Shareholders that it will
compulsorily acquire their Armitage Shares under the provisions of Sections 428
to 430F of the Companies Act 1985.  The compulsory acquisition procedure is
expected to be completed on, or shortly after, 26 May 2003.

Focus100 also intends to apply for cancellation of the listing of Armitage
Shares on the Official List of the UK Listing Authority and cancellation of
trading on the London Stock Exchange's market for listed securities.  It is
anticipated that such cancellations will take effect on Wednesday, 14 May 2003,
being 20 business days from the date of this announcement.

As at 20 March 2003 Focus100 had received irrevocable undertakings to accept the
Offer from the Armitage Directors and their spouses in respect of their entire
beneficial holdings, amounting to 651,480 Armitage Shares, representing
approximately 16.1 per cent. of the entire issued share capital of Armitage.
Further irrevocable undertakings had been received from other Armitage
Shareholders holding an aggregate of 1,450,500 Armitage Shares representing 35.8
per cent. of the issued share capital of Armitage. In addition, a non binding
letter of intent to accept the Offer in respect of an aggregate of 304,290
Spiller Shares, representing approximately 7.5 per cent. of the issued share
capital of Spiller, had been received from the Armitage Brothers plc Employees'
Share Trust. In total, Focus100 held irrevocable undertakings and a non binding
letter of intent to accept the Offer in respect of approximately 59.4 per cent.
of the issued share capital of Armitage.

Valid acceptances have been received in respect of all the Armitage Shares
subject to the irrevocable undertakings and the non binding letter of intent.
All such acceptances are included in the total of valid acceptances received as
at 3.00 pm on 10 April 2003 as set out above.

At the close of business on 29 November 2002, the day prior to the commencement
of the Offer Period, neither Focus100 nor any person deemed to be acting in
concert with Focus100 owned or controlled any Armitage Shares (or rights over
Armitage Shares). Since that date, other than as referred to herein, neither
Focus100 nor any person acting in concert with Focus100 for the purpose of the
Offer has acquired or agreed to acquire any Armitage Shares (or rights over
Armitage Shares) other than pursuant to the Offer.


Enquiries:

Focus100 Limited
Brian Round                              Tel: [phone]

Williams de Broe (Financial Adviser to Focus100)
Ian Stanway                              Tel: [phone]
Nigel Spedding                           Tel: [phone]

KPMG Corporate Finance (Financial Adviser to Armitage)
Steve Halbert                            Tel: [phone]
Maura Dunne                              Tel: [phone]


Definitions used in the offer document dated 20 March 2003 have the same
meanings when used in this announcement, unless the context requires otherwise.

The directors of Focus100 accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the directors of
Focus100 (who have taken all reasonable care to ensure that such is the case)
such information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

Williams de Broe, a company authorised and regulated by the Financial Services
Authority Limited and a member of the London Stock Exchange plc, is acting
exclusively for Focus100 and no-one else in connection with the Offer and will
not be responsible to anyone other than Focus100 for providing the protection
afforded to customers of Williams de Broe, or for providing advice in relation
to the Offer or any transaction or arrangement referred to herein.

KPMG Corporate Finance, a division of KPMG LLP which is authorised by the
Financial Services Authority Limited for investment business activities, is
acting for Armitage as financial adviser in relation to the Offer and is not
acting for any other person in relation to the Offer.  KPMG Corporate Finance
will not be responsible to anyone other Armitage for providing the protections
afforded to its clients or for providing advice in relation to the Offer or any
transaction or arrangement referred to herein.

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

The Offer is not being made, directly or indirectly, in or into, or by the use
of the mails of the United States, Canada, South Africa, Australia or Japan or
by any means or instrumentality (including, without limitation, electronic mail,
facsimile transmission, telex and telephone) of interstate or foreign commerce
of, or of any facility of a national securities exchange of the United States,
Canada, South Africa, Australia or Japan.  Accordingly, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, mailed, forwarded, transmitted or otherwise distributed or sent in
or into the United States, Canada, South Africa, Australia or Japan and persons
receiving this document (including custodians, nominees and trustees) must not
distribute or send any of them in, into or from the United States, Canada, South
Africa, Australia or Japan.



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