WLN Wellington Hds.

RNS Number:2060M
Fenner PLC
12 May 2005


12 May 2005

Fenner PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA

                             FOR IMMEDIATE RELEASE

                             FENNER PLC ("FENNER")
          RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC ("WELLINGTON")
                 OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
                     AND RESULTS OF PLACING AND OPEN OFFER

On 19 April 2005, Fenner announced details of a recommended offer for Wellington
(the "Offer"). By 1.00 p.m. (London time) on 11 May 2005, Fenner had received
valid acceptances of the Offer (including acceptances in respect of irrevocable
undertakings to Fenner to accept the Offer) from the holders of 22,900,859
Wellington Shares (representing approximately 95.97 per cent. of the existing
issued share capital of Wellington). Accordingly, the Offer condition in
relation to valid acceptances of the Offer being received (in respect of not
less than 90 per cent of the Wellington Shares to which the Offer relates) has
been satisfied and the Offer has been declared unconditional as to acceptances
and will remain open for acceptance until further notice. Wellington
Shareholders who wish to accept the Offer and have not yet done so should
despatch their Forms of Acceptance or follow the procedure for electronic
acceptance described in the Offer Document (as applicable) as soon as possible.

The Offer remains conditional on the approval of Fenner Shareholders at the
Extraordinary General Meeting to be held on 13 May 2005 and Admission (which is
expected to occur at 8.00 a.m. on the fifth dealing day following the day on
which the Offer becomes or is declared unconditional in all respects, except to
the extent relating to Admission).

Prior to the commencement of the Offer period on 14 March 2005, save as
disclosed in the offer document dated 19 April 2005, neither Fenner nor any
person acting or deemed to be acting in concert with it owned any Wellington
Shares (or rights over such shares) nor since that date (other than disclosed
above) has Fenner or any person acting in concert with it acquired or agreed to
acquire any Wellington Shares (or rights over such shares).

In addition, on 19 April 2005, Fenner announced details of a fully underwritten
Placing and Open Offer of 46,611,102 new Ordinary Shares at 127 pence per share
to raise approximately #54.1 million (net of expenses of the Acquisition and the
Placing and Open Offer). The Open Offer has now closed in accordance with its
terms.

Of the 46,611,102 Open Offer Shares, entitlements to 349,352 Open Offer Shares
that certain of the Directors irrevocably undertook not to take up were
conditionally placed firm with institutional and other investors by Collins
Stewart. Of the remaining 46,261,750 Open Offer Shares available for take up
under the Open Offer, valid applications have been received for 7,169,907 Open
Offer Shares (including applications from certain of the Directors for, in
aggregate, 35,436 Open Offer Shares in respect of their entitlements which they
irrevocably undertook to take up), representing approximately 15.38 per cent. of
the Open Offer Shares offered under the Open Offer and 15.50 per cent. of the
46,261,750 Open Offer Shares available for take up under the Open Offer. Those
Open Offer Shares available for take up under the Open Offer which have not been
taken up, being 39,091,843 Open Offer Shares (including fractional entitlements
to Open Offer Shares) will be subscribed for by institutional and other
investors pursuant to the Placing.

The Placing and Open Offer are conditional on the Offer becoming unconditional
in all respects, the approval of Fenner Shareholders at the Extraordinary
General Meeting to be held on 13 May 2005 and Admission (which is expected to
occur at 8.00 a.m. on the fifth dealing day following the day on which the Offer
becomes or is declared unconditional in all respects, except to the extent
relating to Admission).

Terms defined in the offer document dated 19 April 2005 relating to the Offer
bear the same meanings when used in this announcement.

Fenner PLC
Mark Abrahams, Chief Executive                         Tel: 01482 626500
Richard Perry, Group Finance Director

NM Rothschild & Sons Limited
(Financial Adviser and Sponsor to Fenner)
James Fenwick / Stephen Moore                          Tel: 0113 200 1900

Collins Stewart Limited
(Corporate Broker to Fenner)
Chris Wells / Mark Connelly                            Tel: 020 7523 8350

Weber Shandwick Square Mile
Nick Oborne                                            Tel: 020 7067 0700

This announcement has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by NM Rothschild & Sons Limited. NM
Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fenner
PLC in connection with the Placing and Open Offer and Acquisition and no one
else and will not be responsible to anyone other than Fenner PLC for providing
the protections afforded to clients of NM Rothschild & Sons Limited nor for
providing advice in relation to the Placing and Open Offer and Acquisition, the
contents of this announcement, or any other matters referred to herein.

Collins Stewart Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Fenner PLC in
connection with the Placing and Open Offer. Collins Stewart Limited is also
corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be
responsible to anyone other than Fenner PLC for providing the protections
offered to clients of Collins Stewart Limited nor for providing advice in
relation to the Offer and the Placing and Open Offer, the contents of this
announcement, or any other matters referred to herein.

Neither the Offer nor the Open Offer is being made, directly or indirectly, in
or into, or by the use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, internet, email, telex
or telephone) of interstate or foreign commerce, or of any facility of a
national securities exchange, of the United States, Canada Australia, Japan, the
Republic of Ireland or South Africa and neither can, subject to certain
exceptions, be accepted by any such use, means instrumentality or facility or
from within the United States, Canada, Australia, Japan, the Republic of Ireland
or South Africa.

Neither the Offer nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have
not been and will not be registered under the Securities Act, or under the laws
of any state, district or other jurisdiction of the United States or of Canada,
Australia, Japan, the Republic of Ireland or South Africa and no regulatory
clearances in respect of new Fenner Shares have been or will be, applied for in
any jurisdiction. Accordingly, unless an exemption under the Securities Act or
other relevant securities laws is applicable, the new Fenner Shares are not
being, and may not be offered, sold, resold, delivered or distributed, directly
or indirectly, in or into the United States or Canada, Australia, Japan, the
Republic of Ireland or South Africa or to, or for the account or benefit of, any
US person or person resident in Canada, Australia, Japan, the Republic of
Ireland or South Africa.

This press announcement has been issued by Fenner PLC and is the sole
responsibility of Fenner PLC.




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

END
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