Offer Update

Hill & Smith Hldgs PLC
2 November 2000
 


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

Hill & Smith Holdings PLC - Recommended offer for Ash & Lacy plc (the
'Offer') unconditional in all respects

The Board of Hill & Smith Holdings PLC ('Hill & Smith') is pleased to
announce that all conditions of its Offer for Ash & Lacy plc ('Ash & Lacy')
have now either been satisfied or waived (subject only to the admission of
the New Hill & Smith Shares to the Official List of the UK Listing Authority
and admission to trading on the London Stock Exchange's market for listed
securities ('Admission') becoming effective). Accordingly, the Offer is
unconditional in all respects subject only to Admission. Admission is
expected to become effective at 8.00 a.m. on Friday, 3 November 2000.
As at 3.00p.m. on Wednesday, 1 November 2000, the first closing date of the
Offer, valid acceptances of the Offer have been received in respect of a
total of 32,890,555 Ash & Lacy Shares, representing approximately 90.04 per
cent. of Ash & Lacy's issued share capital.
Ash & Lacy Shareholders holding a total of 5,430,187 Ash & Lacy Shares
(representing approximately 14.87 per cent. of Ash & Lacy's issued share
capital) have elected to receive a mixture of cash and shares under the Basic
Offer. Holders of 25,826,213 Ash & Lacy Shares (representing approximately
70.70 per cent. of Ash & Lacy's issued share capital) have elected to receive
all cash under the Full Cash Alternative. Holders of 1,634,155 Ash & Lacy
Shares (representing approximately 4.47 per cent. of Ash & Lacy's issued
share capital) have elected to receive further Hill & Smith Shares under the
Additional Share Election and these elections will be satisfied in full. Of
the above, holders of 572,492 Ash & Lacy Shares (representing approximately
1.57 per cent. of Ash & Lacy's issued share capital) have elected to receive
Loan Notes under the Guaranteed Loan Note Alternative.  

Prior to the announcement by Ash & Lacy on 27 July 2000 that it was in
discussions which may or may not have led to an offer, the Hill & Smith
Concert Party held 369,250 Ash & Lacy Shares, representing approximately 1.0
per cent. of Ash & Lacy's existing issued share capital. Save as disclosed
above, neither Hill & Smith nor any person acting in concert with Hill &
Smith held any Ash & Lacy Shares (or rights over such shares) prior to 27
July 2000.  
 
On 18 October 2000 Hill & Smith acquired 3,644,862 shares in Ash & Lacy,
representing approximately 9.98 per cent. of Ash & Lacy's issued share
capital at a price of 185 pence per share. Since the date of that
announcement, neither Hill & Smith nor any person acting in concert with Hill
& Smith has acquired or agreed to acquire any Ash & Lacy Shares (or rights
over such shares) other than pursuant to the Offer.
Immediately prior to the Offer, Hill & Smith received irrevocable
undertakings and a letter of intent to accept the Offer in respect of a total
of 18,780,846 Ash & Lacy Shares, representing approximately 51.41 per cent.
of the issued share capital of Ash & Lacy. Valid acceptances have been
received in respect of all the undertakings detailed above and are included
in the total of valid acceptances received as at 3.00 p.m. on 1 November
2000.  
 
Hill & Smith announces that the Additional Share Election has now closed. The
Full Cash Alternative will remain open for a further 14 days until 3.00 p.m.
on Wednesday, November 15 2000 after which time the Full Cash Alternative
will close. The Basic Offer and the Guaranteed Loan Note Alternative will
remain open until further notice. Ash & Lacy Shareholders who wish to accept
the Offer, but have not already done so, should return their completed
Form(s) of Acceptance as soon as possible. 

Terms defined in the Listing Particulars and Offer document, both dated 11
October 2000, have the same meaning in this announcement unless the context
otherwise requires. 

Enquiries:
Hill & Smith Group PLC                    01902 357910 
David Winterbottom, Chairman 
David Grove, Chief Executive  
 
 

Old Mutual Securities                    0121 710 4501 
Richard Welton               

Rawlings PR                               01756 770376 
John Rawlings 
Catriona Valentine

The directors of Hill & Smith accept responsibility for the information
contained in this announcement and, to the best of their knowledge and belief
(having 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. 
 
Old Mutual Securities, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Hill &
Smith and no one else in connection with the Offer and will not be
responsible to anyone other than Hill & Smith for providing the protections
afforded to customers of Old Mutual Securities or for giving advice in
relation to the Offer. 
 
The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia or Japan.