Tetra PLC - Offer Wholly Unconditional

RNS No 2384j
TETRA PLC
6 April 1999

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


Recommended Offer by

BT Alex. Brown

on behalf of

The Sage Group plc ('Sage')

for

Tetra plc ('Tetra')


OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS, SUBJECT TO LISTING

Sage announces that by 3.00 p.m. on 6 April 1999, it had received 
valid acceptances of the Offer in respect of 19,794,589 Tetra 
Shares, representing approximately 78.7 per cent. of the issued 
share capital of Tetra.  

Sage announces that it is declaring the Offer unconditional in all 
respects, subject only to the London Stock Exchange admitting the 
new Sage Shares to be issued pursuant to the Offer to the Official 
List.  It is expected that admission will become effective and 
dealings in the new Sage Shares will commence at 9.00 a.m. on 7 
April 1999.  Tetra Shareholders who choose to deal in their new 
Sage Shares prior to determination of the allocation under the Mix 
and Match Election facility or prior to settlement of the 
consideration to which they are entitled under the Offer do so at 
their own risk.  The Mix and Match Election facility has been 
extended until 3.00 p.m. on 14 April 1999 and the Offer will 
remain open for acceptance until further notice.  Tetra 
Shareholders who have not yet accepted the Offer should despatch 
their Forms of Acceptance as soon as possible.

It was stated in the Offer Document dated 11 March 1999 that, when 
the Offer was declared unconditional in all respects, an 
announcement of the approximate extent to which Mix and Match 
Elections will be satisfied would be made.  On 1 April 1999, Sage 
announced that the Mix and Match Election facility was being 
extended.  Accordingly, the current level of Mix and Match 
Elections is likely to change.  Sage will announce the approximate 
extent to which Mix and Match Elections will be satisfied once the 
Mix and Match Election facility has been closed at 3.00 p.m. on 14 
April 1999.

Prior to the announcement of the Offer on 1 March 1999, Sage had 
received irrevocable undertakings to accept the Offer in respect 
of 10,068,794 Tetra Shares and options over Tetra Shares 
(representing approximately 40.0 per cent. of Tetras issued share 
capital).  Sage has received valid acceptances from these parties 
in respect of 7,702,018 Tetra Shares and options over Tetra Shares 
irrevocably committed to it and they are accordingly included in 
the total acceptances detailed above.  The remaining irrevocable 
undertakings in respect of 1,980,979 options over Tetra Shares are 
conditional on the Offer becoming or being declared unconditional 
in all respects.

Save as set out above neither Sage, nor any of the Directors of 
Sage, nor so far as Sage is aware, any party acting in concert 
with Sage, owned any Tetra Shares or rights over Tetra Shares 
prior to the Offer Period which commenced on 1 February 1999 nor 
have they acquired or agreed to acquire any Tetra Shares or rights 
over Tetra Shares during the Offer Period other than by way of 
acceptances of the Offer.  



Enquiries

BT Alex. Brown '0171 933 2500
Jeremy South
Charles Smith


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

BT Alex. Brown, which is regulated in the UK by The Securities and 
Futures Authority Limited, is acting for Sage and no one else in 
connection with the Offer and will not be responsible to anyone 
other than Sage for providing the protections afforded to 
customers of BT Alex. Brown or for giving advice in relation to 
the Offer.

The Offer is not being made, directly or indirectly, in or into, 
or by use of the mails or any means or instrumentality (including 
without limitation facsimile transmission, telex and telephone) of 
interstate or foreign commerce of, or any facilities of a national 
securities exchange of the United States, nor is being made in or 
into Canada, Australia or Japan.  Accordingly, copies of this 
announcement are not being, and must not be, mailed or otherwise 
distributed or sent in or into or from the United States, Canada, 
Australia or Japan and persons receiving this announcement 
(including custodians, nominees and trustees) must not distribute 
or send it in, into or from the United States, Canada, Australia 
or Japan.

Terms defined in the Offer Document dated 11 March 1999 have the 
same meaning in this announcement.




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