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Queensborough Hldgs (QSN)

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Tuesday 06 June, 2000

Queensborough Hldgs

Offer by Cloudburst Hldgs Ltd

Queensborough Hldgs PLC
6 June 2000

                                    PART 1

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

                          Cloudburst Holdings Limited

                             Recommended cash offer

                                      for

                           Queensborough Holdings plc

- The board of Cloudburst and Queensborough's Independent Directors announce
  the terms of a recommended cash offer to be made by Cloudburst to acquire
  the  entire  issued ordinary share capital of Queensborough other  than  the
  Excluded Shares.

- The Offer is 20 pence in cash for each Queensborough Share, valuing  the
  existing  issued  ordinary  share capital of  Queensborough  (including  the
  Excluded Shares) at approximately £22.9 million.

- Cloudburst is a Jersey registered company controlled by Kevin Leech and
  David Kirch who together beneficially own 68,245,986 shares in 
  Queensborough,representing 59.7 per cent. of Queensborough's existing issued
  share capital. Kevin Leech has been precluded from participating in the  
  Queensborough board's advice to Queensborough's shareholders, so too have 
  the remaining Executive Directors  (including  Stuart Sim) who will all have
  a continuing role in Queensborough in the event of the Offer being 
  successful.

- The Excluded Shares (amounting to 59.6 per cent. of the  Queensborough
  Shares)  will  be  acquired outside the Offer from  the  Company's  majority
  shareholders, Mr Kevin Leech and Mr David Kirch, if the Offer becomes or  is
  declared unconditional in all respects.

- The  Offer  price of 20 pence represents a premium of 25 per  cent.  to  the
  middle market quotation of 16 pence per Queensborough Share at the close  of
  business  on  16 May 2000 (the last Business day prior to the start  of  the
  Offer  Period) and a premium of 14 per cent. to the middle market  quotation
  of  17.5  pence for each Queensborough Share at the close of business  on  5
  June 2000 (the last Business day prior to this announcement).

- The  Independent  Directors,  who have been so advised  by  WestLB  Panmure,
  consider  that the Offer of 20 pence per Queensborough Share  is  above  the
  level  that,  given  current circumstances, the Queensborough  Shares  could
  reasonably  be  expected to reach in the foreseeable  future  and  that  the
  terms   of  the  Offer  are  fair  and  reasonable,  and  accordingly,   the
  Independent  Directors will recommend Queensborough Shareholders  to  accept
  the   Offer.    In  providing  advice  to  the  Independent   Directors   of
  Queensborough,  WestLB  Panmure  has  taken  into  account  the   commercial
  assessments of the Independent Directors.

- Cloudburst has received irrevocable undertakings to accept the Offer  in
  respect  of,  in  aggregate,  2,547,626 Queensborough  Shares,  representing
  approximately  2.2  per  cent.  of  the existing  issued  share  capital  of
  Queensborough.  Such irrevocable undertakings cease to be binding in the
  event of a higher competing offer.

- Queensborough has today separately announced its preliminary results for
  the year ended 31 January 2000.

Enquiries:

Russell Race, Queensborough             020 7638 4010
Thomas Black, Queensborough             020 7638 4010
Shaun Allison, WestLB Panmure           020 7638 4010
Nigel Barratt, LBC Corporate Finance    0161 238 4927
Piers Hooper, Hudson Sandler            020 7796 4133

The  directors  of Cloudburst accept responsibility for the contents  of  this
announcement,  which  has  been  approved by LBC  Corporate  Finance,  a  firm
authorised by the Institute of Chartered Accountants of Scotland to carry  out
investment  business, solely for the purpose of section 57  of  the  Financial
Services Act 1986.  To the best of the directors' 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.

LBC  Corporate Finance, who are authorised to carry on investment business  by
the  Institute of Chartered Accountants of Scotland, are acting for Cloudburst
and  no  one else in connection with the Offer and will not be responsible  to
anyone  other  than  Cloudburst  for providing  the  protections  afforded  to
customers of LBC Corporate Finance nor for the provision of advice in relation
to the Offer.

WestLB  Panmure  Limited,  which is regulated in the  United  Kingdom  by  The
Securities  and Futures Authority Limited, is acting for Queensborough  (which
is  acting  through its Independent Directors) and no-one else  in  connection
with  the Offer and will not be responsible to anyone other than Queensborough
(which  is  acting  through  its  Independent  Directors)  for  providing  the
protections  afforded to customers of WestLB Panmure Limited, nor  for  giving
advice in relation to the Offer.

The  full announcement from which this is extracted has been issued on  behalf
of the directors of Cloudlburst by LBC Corporate Finance.

The  Offer will not be made, directly or indirectly, in or into, or by use  of
the   mails  of  or  by  any  means  or  instrumentality  (including,  without
limitation,  facsimile  transmission, telex or  telephone)  of  interstate  or
foreign  commerce  of, or of any facilities of a national securities  exchange
of,  the United States nor will it be made in or into Canada or Australia  and
the  Offer  will  not  be  capable  of acceptance  by  any  such  use,  means,
instrumentality  or  facilities or from within the United  States,  Canada  or
Australia.

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


                          Cloudburst Holdings Limited

                             Recommended cash offer

                                      for

                           Queensborough Holdings plc

1.   Introduction

The  board  of Cloudburst and the Independent Directors have reached agreement
on  the  terms of a recommended cash offer to be made by Cloudburst to acquire
the whole of the issued ordinary share capital of Queensborough other than the
Excluded  Shares.  Cloudburst is a newly incorporated company formed  to  make
the  Offer and will, if the Offer becomes or is declared unconditional in  all
respects,  be  owned  equally by Kevin Leech and David  Kirch.   The  Excluded
Shares  will be acquired by Cloudburst outside the terms of the Offer  if  the
Offer becomes or is declared unconditional in all respects.

The  Offer  Document, which sets out the terms of the Offer in full,  will  be
posted to Queensborough Shareholders on 7 June 2000.

2.   The Offer

Cloudburst  will offer to acquire, on the terms and subject to the  conditions
set  out  or referred to in this announcement, the Offer Document and  in  the
Form  of  Acceptance, all of the Queensborough Shares (other than the Excluded
Shares), on the following basis:

          for each Queensborough Share:    20 pence in cash
  
The  Offer  is  made  on  the basis that no dividend or distribution  will  be
declared, paid or made after the date of this announcement.

The  Offer  values  the entire issued ordinary share capital of  Queensborough
(including  the Excluded Shares) at approximately £22.9 million and represents
a  premium  of  25 per cent. to the middle market quotation of  16  pence  per
Queensborough  Share at the close of business on 16 May 2000, being  the  last
Business  day prior to the commencement of the Offer Period, and a premium  of
14  per cent. to the middle market quotation of 17.5 pence per share for  each
Queensborough  Share at the close of business on 5 June 2000, being  the  last
Business day prior to this announcement.

Queensborough Shares will be acquired by Cloudburst fully paid and  free  from
all  liens, equities, charges, encumbrances, rights of pre-emption  and  other
interests and together with all rights now or in the future attaching to them,
including   the  right  to  receive  and  retain  all  dividends   and   other
distributions (if any) declared, made or payable in the future.

Since the exercise price of each of the outstanding options granted under  the
Queensborough  Share  Schemes  exceeds  the  Offer  Price,  the  directors  of
Queensborough  who  hold such options have agreed to  waive  their  rights  to
exercise such options on the Offer becoming or being declared unconditional in
all  respects.  The  Offer  does not extend to any of  the  remaining  options
granted under the Queensborough Share Schemes.

The maximum amount payable under the Offer is approximately £9.2 million.  The
Offer  is being funded by Cloudburst through a facility with Barclays, further
details of which will be set out in the Offer Document.

It is anticipated that the Offer will remain open for acceptance until 3.00 pm
on  the fourteenth day after the later of 28 June 2000, the first closing date
of  the  Offer,  and  the  date  on which the Offer  becomes  or  is  declared
unconditional as to acceptances.  However, the right is reserved to  keep  the
Offer open for acceptance after that date.

In  the event of sufficient acceptances being received, Cloudburst intends  to
apply the provisions of sections 428 to 430F (inclusive) of the Act to acquire
compulsorily any outstanding Queensborough Shares.

3.   Conditional purchases

A total  of  68,160,986  Queensborough  Shares  amounting  in  aggregate to
approximately 59.6 per cent. of the existing issued ordinary share capital  of
Queensborough, controlled by Mr Kirch and Mr Leech, will be transferred to
Cloudburst  on  the  Offer  becoming or being declared  unconditional  in  all
respects.  These shares are outside the Offer and are subject to the terms of
a  Share  Exchange Agreement, the terms of which will be set out in the  Offer
Document.

4.   Irrevocable undertakings

As at the date of this announcement, Cloudburst has received  irrevocable
undertakings  to accept the Offer from Mr Race, Mr Black, Mr  Sim  (who  holds
203,090 Queensborough Shares), Mr Last, Mr Mason and Mr Guthrie in respect  of
their own beneficial shareholdings amounting to 2,547,626 Queensborough Shares
representing,  in  aggregate, 2.2 per cent. of the  existing  issued  ordinary
share capital of Queensborough and which cease to be binding in the event of a
higher competing offer.

5.   Financial effects of acceptance

On the bases and assumptions set out below, for illustration purposes only and
assuming  the Offer becomes or is declared unconditional in all respects,  the
financial effects of accepting the Offer are as follows:

(a) Capital
                                       
                                                         Pence
Offer Price                                                 20
Market Value of one Queensborough Share       Note (i)      16
                                                         -----
Increase in capital value                                    4
                                                         -----
This represents an increase in capital value of             25%
                                       
(b) Income
                                                         Pence
Gross dividend income from one              
Queensborough Share                          Note (ii)   0.500
Gross interest on cash consideration        Note (iii)   1.048
                                                         -----
Increase in income                                       0.548
                                                         -----
This represents an increase in                            109%
income of approximately
                                       
                                       
Notes:
(i)  The market value of a Queensborough Share is based on the closing middle
     market price of 16p per Queensborough Share derived from the London Stock
     Exchange Daily Official List for 16 May 2000, being the Business day  
     prior to the start of the Offer Period.
(ii) The dividend income on one Queensborough Share is based on the aggregate
     dividend of 0.45 pence per share (grossed up to include the 10 per cent 
     tax credit) paid in respect of the year ended 31 January 1999, the last 
     year in respect of which both an interim and final dividend has been 
     declared.
(iii)The cash received is assumed to be re-invested so as to yield 5.24
     per cent. per annum, being the FT Actuaries average gross redemption 
     yield for  medium coupon British Government fixed interest securities of
     five to fifteen years as published in the Financial Times on 5 June 2000
     (the latest Business day prior to the date of this announcement).
(iv) No account has been taken of any tax liability.

6.   Information on Queensborough

Queensborough  owns and operates 14 UK Caravan Parks, 2 French  Caravan  Parks
and  the  Hotel Burstin.  Queensborough also owns and operates 2  day  visitor
attractions,   Pleasurewood  Hills  and  Lightwater  Valley.    In addition,
Queensborough has a small restaurant division.

7.  Information on Cloudburst

Cloudburst  is  a  newly incorporated company controlled by Messrs  Leech  and
Kirch formed for the purpose of making the Offer.  The directors of Cloudburst
are  Kevin  Leech and David Kirch. Its current issued shared  capital  is  £2,
comprised of 2 £1 shares, one of which is beneficially owned by Channel Hotels
and  Properties Limited, a company controlled by David Kirch,  and  the  other
share is beneficially owned by the trustees of the Kestrel Trust, the ultimate
beneficiaries of which are Kevin Leech and his children.  Cloudburst has never
traded.  Following the Offer becoming or being declared unconditional  in  all
respects, Kevin Leech and David Kirch will each own 50 per cent. of the  total
issued share capital of Cloudburst.

Kevin  Leech  is  Executive Chairman of Queensborough.  He is  also  Executive
Chairman  of  M  L  Laboratories PLC which is  engaged  in  the  research  and
development  of ethical pharmaceutical and related products.  In  addition  he
has   investments  in  technology  related  companies  and  in  other  leisure
companies.

David  Kirch's principal business interest is in Channel Hotels and Properties
Limited,  a  Jersey based property company in which Mr Kirch has  a  99.9  per
cent. interest.

Following  the Offer becoming or being declared unconditional in all  respects
it  is  not  intended that Messrs Leech and Kirch will enter  into  a  service
contract with Cloudburst, nor is it intended that either of them will  receive
any remuneration.

Cloudburst  does  not  hold  any Queensborough Shares  at  the  date  of  this
announcement.

8.   Arrangements with Senior Management of Queensborough

Following  the  Offer, Messrs Mason and Last will continue  in  their  current
positions  under the terms of their existing service contracts.  Mr  Sim  will
also  continue in his current position, but upon the Offer becoming  or  being
declared unconditional in all respects, he will provide his services in a non-
executive  capacity.  Mr Leech will resign as a director of the  Company  upon
the Offer being declared unconditional in all respects.

The  Independent  Directors intend to resign from the board  of  Queensborough
upon  the Offer being declared unconditional in all respects.  The Independent
Directors  will receive certain payments from Queensborough in recognition  of
the services they have performed in addition to those required to be performed
by them pursuant to their letters of appointment.

9.   Background to and reasons for the Offer

The board of Cloudburst believes that full acceptance of the Offer will:

*      enable  Queensborough  Shareholders  to  realise  their  investment  in
       Queensborough without incurring dealing charges at a price which
       represents a  premium  of  25 per cent. over the middle market 
       quotation at the  close  of business on 16 May 2000 (being the last
       Business day prior to the start of the Offer Period) and a premium of
       14 per cent. over the middle market quotation at the close of business 
       on 5 June 2000, (being the last Business day prior to this
       announcement);
  
*      remove from Queensborough  the financial,  managerial  and 
       regulatory  restrictions and demands of maintaining a listing;
  
*      provide the certainty of a cash payment to Queensborough Shareholders
       at a time when Queensborough has continued to report disappointing 
       results; and
  
*      enhance  the  ability of the Queensborough divisions to respond  to 
       the opportunities  and demands in its markets and continue the strategy
       of  the  Board  to  dispose of its non core assets quickly and
       efficiently  which  is currently more difficult and expensive for
       Queensborough as a relatively small company maintaining a listing.
  
10.  Background to and reasons for recommending the Offer

Whilst  the  UK  holiday division, and in particular the caravan  parks,  have
continued  to  perform  satisfactorily,  the  Queensborough  Group  has   been
adversely affected by difficult trading in other areas:

*      the day visitor attractions have suffered from reduced attendances
       and the uncertainty resulting from the divestment programme;
  
*      occupancy  levels at the Hotel Burstin have fallen due to the knock-on
       effect from the withdrawal of cross channel duty-free trade and
       downturn  in the coach tour market;
  
*      the French caravan parks continue to trade at a loss;
  
*      initial  trading losses in the Restaurant division have been
       exacerbated by the write-offs which inevitably occurred when it proved
       impossible to roll out the Fresco concept; and
  
*      in  addition, the costs associated with the unsuccessful attempt to
       sell the Hotel Burstin led to severe cash constraints, which not only
       prevented the development of the restaurant division, but has also 
       limited investment in the profitable UK caravan parks.
  
In  the  year ended 31 January 2000, losses before tax increased from £498,000
to  £6.9  million.  Net assets during that period decreased from £31.1 million
to £23.9 million.

At  the  same time, institutional sentiment has turned against smaller  quoted
companies  and  diversified  companies,  such  as  Queensborough,  have   been
particularly  out  of  favour.   The combination  of  all  these  factors  was
reflected in the share price of 16 pence on 16 May 2000, the day prior to  the
start  of  the Offer Period.  At the present time, there appears to be  little
likelihood  that  there will be any significant change  in  sentiment  towards
smaller quoted and diversified companies in the foreseeable future.

Against  this background, the Independent Directors have reviewed the  options
available to improve shareholder value.  They have concluded that the Offer of
20  pence  per  Queensborough Share is above the  level  that,  given  current
circumstances, the Queensborough Shares could reasonably be expected to  reach
in the foreseeable future. It also provides the certainty of a cash payment to
Queensborough  Shareholders  at  a time when Queensborough  has  continued  to
report  disappointing results.  Given the shareholdings  of  Kevin  Leech  and
David  Kirch, which together amount to 59.7 per cent., it is unlikely that  an
alternative offer would be forthcoming without their support.

11.  Recommendation

The  Independent  Directors,  who have been  so  advised  by  WestLB  Panmure,
consider that the Offer of 20 pence per Queensborough Share is above the level
that,  given current circumstances, the Queensborough Shares could  reasonably
be expected to reach in the foreseeable future and that the terms of the Offer
are  fair  and  reasonable  and, accordingly, the Independent  Directors  will
recommend  Queensborough Shareholders to accept the  Offer.   The  Independent
Directors  have  given irrevocable undertakings to accept the  Offer,  in  the
absence of any higher offer being received, in respect of their own beneficial
holdings, amounting to 85,562 Queensborough Shares representing, in aggregate,
approximately  0.08  per  cent.  of  the  existing  issued  share  capital  of
Queensborough.   In  providing  advice to the  Independent  Directors,  WestLB
Panmure  has  taken into account the commercial assessments of the Independent
Directors.

12.  Future Plans

The  board  of Cloudburst intends that the Queensborough Group should  in  the
long-term,  and  if  the  Offer becomes or is declared  unconditional  in  all
respects, focus on its core UK caravan park business.  Accordingly, it intends
to  continue  the strategy of the Queensborough board to explore opportunities
to dispose of non-core businesses and will continue to seek purchasers for the
remaining French caravan parks, the day visitor attractions and the restaurant
business.   Cloudburst also intends to sell the Hotel Burstin.  Following  de-
listing, companies controlled by Kevin Leech may, subject to the agreement  of
terms  and  the  raising of finance, acquire Hotel Burstin and the  restaurant
division.   Any such disposals will be on an arm's length basis and  for  full
consideration.  The proceeds of all such disposals will be applied to reducing
Cloudburst's  indebtedness  under  the bridge  facility  with  Barclays  Bank,
details of which are set out in the Offer Document.

13.  Management and employees

The  board of Cloudburst has confirmed to the Independent Directors  that  the
existing  employment  rights (including pension rights) of  the  Queensborough
Group's employees will be fully safeguarded.

14.  Queensborough Share Schemes

Since the exercise price of each of the outstanding options granted under  the
Queensborough Share Schemes exceeds the Offer Price, the existing directors of
Queensborough  who  hold such options have agreed to  waive  their  rights  to
exercise such options on the Offer becoming or being declared unconditional in
all  respects.  The  Offer  does not extend to any of  the  remaining  options
granted under the Queensborough Share Schemes.

At  the close of business on 5 June 2000, Mr Leech and Mr Sim had been granted
the following options under the Queensborough Share Schemes:

                    Date of   Number of      Exercise        Date    Expiry
Name                  grant     options         price exercisable      date

Kevin Leech        29/11/95     621,240       24.145p    29/11/98  29/11/02
                   29/11/95      62,124       24.145p    29/11/00  29/11/05
                     9/5/96     500,000           30p      9/5/99    9/5/03
Stuart Sim         29/11/95     414,160       24.145p    29/11/98  29/11/02
                   29/11/95      41,416       24.145p    29/11/00  29/11/05
                     9/5/96     333,333           30p      9/5/99    9/5/03
15.  De-listing

As  soon  as  it  is appropriate to do so, and subject to the  Offer  becoming
unconditional in all respects, Cloudburst intends to procure the making of  an
application  by Queensborough for the cancellation of Queensborough's  listing
on  the  Official  List of the UK Listing Authority and trading  on  the  main
market  of  the London Stock Exchange.  Such cancellation will take effect  no
earlier  than  20  Business  days  after the  Offer  becomes  or  is  declared
unconditional  in  all respects.  Following de-listing,  Cloudburst  will  re-
register  Queensborough as a private company under the relevant provisions  of
the Act.

16.  General

The  availability of the Offer to persons who are not resident in  the  United
Kingdom  may  be  affected by laws or applicable regulations of  the  relevant
jurisdiction in which they are resident.  Such persons who are not resident in
the United Kingdom should inform themselves about, and observe, any applicable
requirements.

Defined terms used in this announcement shall have the meanings given  in  the
attached appendix.

This  announcement does not constitute an offer or invitation to  acquire  any
securities.

17.  Offer Document

LBC  Corporate  Finance, who acting as financial adviser to  Cloudburst,  will
despatch  the formal Offer Document setting out the details of the  Offer  and
the Form of Acceptance to Queensborough Shareholders on 7 June 2000.



Enquiries:

Russell Race, Queensborough             020 7638 4010
Thomas Black, Queensborough             020 7638 4010
Shaun Allison, WestLB Panmure           020 7638 4010
Nigel Barratt, LBC Corporate Finance    0161 238 4927
Piers Hooper, Hudson Sandler            020 7796 4133

The directors of Cloudburst listed in the Offer Document accept responsibility
for  the  contents  of  this  announcement which have  been  approved  by  LBC
Corporate Finance, a firm authorised by the Institute of Chartered Accountants
of  Scotland  to  carry out investment business, solely  for  the  purpose  of
section  57 of the Financial Services Act 1986.  To the best of the directors'
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.

LBC  Corporate  Finance are acting for Cloudburst only  and  no  one  else  in
connection  with  the Offer and will not be responsible to anyone  other  than
Cloudburst for providing the protections afforded to their customers  nor  for
giving advice in relation to the Offer.

WestLB  Panmure  Limited,  which is regulated in the  United  Kingdom  by  The
Securities  and Futures Authority Limited, is acting for Queensborough  (which
is  acting  through its Independent Directors) and no-one else  in  connection
with  the Offer and will not be responsible to anyone other than Queensborough
(acting  through  its Independent Directors) or for providing the  protections
afforded  to  customers of WestLB Panmure Limited nor  for  giving  advice  in
relation to the Offer.

The  Offer will not be made, directly or indirectly, in or into, or by use  of
the   mails  of  or  by  any  means  or  instrumentality  (including,  without
limitation,  facsimile  transmission, telex or  telephone)  of  interstate  or
foreign  commerce  of, or of any facilities of a national securities  exchange
of,  the  United States, Canada or Australia and the Offer will not be capable
of  acceptance by any such use, means, instrumentality or facilities  or  from
within the United States, Canada or Australia.

                                  
                                       
                                    PART II
                                       
                                  APPENDIX 1
                                       
                            Conditions of the Offer
                                       
The Offer will be subject to the following conditions:


1.1  Valid acceptances being received (and not, where permitted, withdrawn) by
     no later than 3.00 pm on 28 June 2000, the first closing date of the
     Offer (or such later time(s) and/or date(s) as Cloudburst may, subject to
     the rules of the City Code, decide), in respect of not less than 90 per
     cent. (or such lower  percentage  as  Cloudburst may decide) in  nominal
     value,  of  the Queensborough Shares to which the Offer relates, provided
     that this condition will  not be satisfied unless Cloudburst shall have 
     acquired or agreed  to acquire, whether pursuant to the Offer or
     otherwise, Queensborough  Shares carrying, in aggregate, more than 50 per
     cent. of the voting rights normally exercisable at general meetings of
     Queensborough.
    
     The  expression  'Queensborough Shares to which the Offer relates' 
     means Queensborough Shares unconditionally issued or allotted on or 
     before  the date the Offer is made, but excluding the Excluded Shares.
    
1.2  No government  or  governmental,  quasi-governmental,  supranational,
     statutory or regulatory body, court, trade agency, professional
     association or any other person or body in any jurisdiction (each a
     'Relevant Authority') having  decided  to  take, institute, implement or
     threaten  any  action, proceedings, suit, investigation, enquiry or
     reference, or made, proposed or enacted, any statute, regulation,
     decision or order, or taken any other steps which would or might:
    
(a)  make  the  Offer   or its implementation or the proposed  acquisition  by
     Cloudburst  of  Queensborough Shares void, illegal or  unenforceable,  or
     otherwise restrain, prohibit, restrict or delay or otherwise interfere
     with the implementation of, or impose additional conditions or
     obligations with respect to the Offer  or such acquisition, or otherwise
     challenge, hinder or interfere with the Offer  in any way which is
     material in the context of the Offer ;
     
(b)  impose  any  material  limitation  on,  the  ability  of  any  member  of
     Queensborough  or  any  of  their  respective  subsidiaries,  subsidiary,
     undertakings or associated companies or any joint venture, partnership
     firm or company  in  which  any of them has a substantial interest  (the
     'wider Queensborough Group') directly or indirectly to acquire or to hold
     or to exercise effectively any rights of ownership of shares in 
     Queensborough or the wider Queensborough Group or to exercise management
     control over any such member of the Queensborough Group or the wider
     Queensborough Group;
     
(c)  save  pursuant  to  the Offer or Part XIIIA of the  Companies  Act  1985,
     require any member of the wider Cloudburst Group to offer to acquire  any
     shares or other securities or interest in any member of the Queensborough
     Group owned by any third party;
     
(d)  otherwise adversely affect the business, assets, profits or prospects  of
     Cloudburst or any member of the wider Queensborough Group in a manner
     which would be material in the context of the wider Queensborough Group
     taken as a whole;
     
     and  all  applicable  waiting and other time  periods  during  which  any
     Relevant Authority could decide to take, institute, implement or threaten
     any  such  action,  proceeding,  suit, investigation  or  enquiry  having
     expired or been terminated.
     
1.3  All necessary filings having been made in connection with the Offer  and
     all statutory or regulatory obligations in any relevant jurisdiction
     having been  complied  with in connection with the Offer  or the 
     acquisition  by Cloudburst of any shares or other securities in, or
     control of, Queensborough or any member of the wider Queensborough Group
     and all appropriate waiting periods  under any applicable legislation or
     regulations of  any  relevant jurisdiction having expired, lapsed or been
     terminated and all authorisations, orders, recognitions, grants,
     consents, licences, confirmations, clearances, permissions and approvals
     necessary or appropriate for or in respect of the Offer and the proposed
     acquisition of any securities in, or control  of, Queensborough by
     Cloudburst having been obtained in terms and  in  a  form reasonably
     satisfactory to Cloudburst from all appropriate third parties or
     persons with whom any member of the wider Queensborough Group has entered
     into contractual arrangements and all such authorisations, orders,
     recognitions, grants,  consents  licences,  confirmations, clearances, 
     permissions  and approvals, together with all authorisations, orders,
     recognitions, grants, licences, confirmations, clearances, permissions
     and approvals necessary or appropriate to carry on the business of any
     member of the wider Queensborough Group,  remaining  in  full force and
     effect and there  being  no  written intimation of any intention to
     revoke or amend or not to renew any of them which is or are material at 
     the time at which the Offer  becomes otherwise unconditional and all
     necessary statutory or regulatory obligations in any relevant
     jurisdiction having been complied with in all material respects.
    
1.4  There being no provision of any arrangement, agreement, lease, licence, 
     permit or other instrument to which any member of the wider Queensborough
     Group is a party or by or to which any such member or any of its material
     assets are bound, entitled or subject and which, in consequence of the
     Offer, or the proposed acquisition of any shares or other securities in
     Queensborough or because of a change in the control of Queensborough
     would result in (to an extent which is material in the context of the
     Queensborough Group taken as a whole):

(a)  any  monies borrowed by, or any other indebtedness (actual or contingent)
     of, any such member being or becoming repayable or capable of being
     declared repayable prior to their stated maturity or the ability of such
     member to borrow monies or incur any indebtedness being withdrawn or
     inhibited or being capable of becoming or being withdrawn or adversely
     inhibited;
     
(b)  the  creation of any mortgage, charge or other security interest over the
     whole or any part of the business, property or assets of any such member
     or any such security (whenever arising or having arisen) becoming
     enforceable;
     
(c)  any  such  arrangement, agreement, licence, permit or instrument  of  any
     member of the wider Queensborough Group being terminated or adversely
     modified or any action being taken or any obligation or liability arising
     under any such arrangement, agreement, licence, permit or instrument;
     
(d)  any material assets of any such member being or falling to be disposed of
     or any right arising under which any such material asset could be
     required to be disposed of;
     
(e)  the  rights, liabilities, obligations, interests or business of any  such
     member in or with any firm or body or, in the case of a business, person
     or any arrangements relating to such interest or business, being
     terminated or adversely modified or affected;
     
(f)  any  such  member ceasing to be able to carry on business under any  name
     under which it presently does so;
     
(g)  the  value  of  any  member  of  the Queensborough  Group  or  the  wider
     Queensborough Group or its financial or trading position being materially
     prejudiced or materially adversely affected; and
     
(h)  the creation of any liability, actual or contingent, by any such member;
     
     and no event having occurred which, under any provision of any agreement,
     arrangement, licence, permit, or other instrument to which any member  of
     the  wider  Queensborough Group is a party or by or  to  which  any  such
     member  or any of its assets is bound, entitled or subject, is likely  to
     result  in any of the events or circumstances as are referred to in  sub-
     paragraphs (a) to (h).
     
1.5   Save  as  disclosed in the Offer Document or the published  accounts  of
      Queensborough for the year ended 31 January 2000 or to Cloudburst and/or
      to its advisers in writing no member of the Queensborough Group having,
      since 31 January 2000:
    
(a)  issued  or  agreed  to  issue or authorised  or  proposed  the  issue  of
     additional shares of any class, or securities convertible into, or
     shares  or convertible  securities (save for options granted, and the
     issue  of  any Queensborough Shares pursuant to the exercise of options
     granted, prior to the date of this document under the Queensborough Share
     Schemes);
     
(b)  recommended, declared, paid, made or proposed to recommend, declare,  pay
     or make any bonus issue, dividend or other distribution whether payable
     in cash or otherwise;
     
(c)  authorised  or proposed or announced its intention to propose any  merger
     or demerger or acquisition or disposal of assets of a material value or
     shares or any change in its share or loan capital;
     
(d)  issued or proposed the issue of any debentures or incurred or increased
     any indebtedness to a material extent;

(e)  disposed of or transferred, mortgaged or encumbered any material asset or
     any right, title or interest in any material asset;

(f)  entered into any material contract, any reconstruction or amalgamation,
     any material transaction or material arrangement otherwise than in the
     ordinary course of business;

(g)  entered into an agreement, contract, arrangement or commitment or passed
     any resolution or made any Offer  (which remains open for acceptance)
     with respect to any of the transactions or events referred to in this
     paragraph 1.5;

(h)  entered into or varied the terms of any service agreement with any of the
     directors of Queensborough;

(i)  entered into any agreement which consents to a material restriction of
     the scope of the business of any member of the Queensborough Group;

(j)  waived or compromised any material claim; 

(k)  entered into or varied or authorised or proposed any contract,
     transaction or commitment (whether in respect of capital expenditure or
     otherwise) which is of a long term, onerous or unusual nature or 
     magnitude or which is or is likely to be materially restrictive to the
     businesses of any member of the Queensborough Group or which involves or
     could involve an obligation of such a nature or magnitude; 

(l)  purchased, redeemed or repaid or announced any proposal to purchase,
     redeem or repay any of its own shares or other securities or reduced or
     made any other change to any part of its share capital;

(m)  taken any corporate action or had any legal proceedings started or
     threatened against it for its winding-up, dissolution or reorganisation
     or for the appointment of a receiver, administrative receiver,
     administrator, trustee or similar officer of all or any of its assets or
     revenues or any analogous proceedings in any jurisdiction or had any such
     person appointed;

(n)  been unable, or admitted in writing that it is unable, to pay its debts
     or having stopped or suspended (or threatened to shop or suspend) payment
     of its debts generally or ceased or threatened to cease carrying on all
     or a substantial part of any business; or

(o)  make any alteration to its memorandum or articles of association or other
     incorporation documents.

1.6  Save  as  disclosed in the Offer Document or the preliminary results  of
     Queensborough for the year ended 31 January 2000 or to Cloudburst and/or
     its advisers in writing, since 31 January 2000:
    
(a)  there having been no adverse change in the business, financial or trading
     position or profits or prospects of Queensborough or any other member of
     the Queensborough Group which is material in the context of the
     Queensborough Group taken as a whole;
     
(b)  there having been no litigation, arbitration proceedings, prosecution  or
     other legal proceedings to which any member of the Queensborough Group is
     or may become a party (whether as plaintiff or defendant or otherwise),
     no such proceedings having been threatened against any member of the
     Queensborough Group, and no investigation by a Relevant Authority against
     or in respect of any member of the Queensborough Group having been
     instituted, threatened or announced by or against or remaining
     outstanding in respect of any member of the Queensborough Group, which in
     any such case might adversely affect any member of the Queensborough 
     Group in any way which is material in the context of the Queensborough
     Group taken as a whole; and
     
(c)  no  contingent  or other liability having arisen which  might  be  likely
     materially and adversely to affect the Queensborough Group taken as a
     whole.
     
1.7   Cloudburst not having discovered save as disclosed in the Offer Document
      or the published accounts of Queensborough for the year ended 31 January
      2000 or to Cloudburst and/or its advisers in writing:
    
(a)  that  the  financial,  business  or  other  information  concerning   the
     Queensborough Group as contained in the information publicly disclosed at
     any time  by  any  member  of  the  Queensborough  Group  either 
     contains  a misrepresentation of a material fact or omits to state  a 
     material  fact necessary to make the information contained in it not
     misleading;
     
(b)  that  any  member of the Queensborough Group is subject to  any  material
     liability, contingent or otherwise, which is not disclosed in the  Annual
     Report and Accounts of Queensborough for the financial year ended 31
     January      2000;
     
(c)  that  any partnership or company in which any member of the Queensborough
     Group has a significant economic interest (being, in the case of a
     company, an interest carrying 25 per cent. or more of the voting capital
     of that company) and which is not a subsidiary of Queensborough is
     subject to any material liability, contingent or otherwise, which is not
     disclosed in the  Annual Report and Accounts of Queensborough for the
     financial year ended 31 January 2000;
     
(d)  that  there has been an emission, disposal, discharge, deposit,  spillage
     or leak of waste or hazardous or harmful substances on or about or from
     any property now or previously owned, occupied or made use of by any past
     or present member of the Queensborough Group which would be likely to
     give rise to any liability (whether actual or contingent) or cost which
     is material in the context of the Queensborough Group taken as a whole;
     and 
     
(e)  that  there  is  or  is  likely to be any liability  (whether  actual  or
     contingent) or requirement to make good, repair, reinstate or clean up
     any property now or previously owned, occupied or made use of by any past
     or present member of the wider Queensborough Group which is material in
     the context of the Queensborough Group taken as a whole.
     
2    Cloudburst reserves the right to waive, in whole or in part, all or  any
     of conditions 1.2 to 1.7 inclusive. Cloudburst shall be under no
     obligation to waive or treat as satisfied any of conditions 1.2 to 1.7
     inclusive by a date earlier than the latest date specified below for the
     satisfaction of any such condition notwithstanding that the other
     conditions of the Offer  may at such earlier date have been waived or
     fulfilled and that there are at such earlier date no circumstances
     indicating that any such conditions may not be capable of fulfilment.  If
     Cloudburst is required by the Panel to make an offer for Queensborough  
     Shares under the provisions of Rule 9  of  the  City  Code, Cloudburst
     may make such alterations to the conditions, including condition 1.1
     above, as are necessary to comply with the provisions of that Rule.
    
3    The  Offer  will lapse unless the conditions set out above  (other  than
     condition  1.1) are fulfilled or (if capable of waiver) waived  or, 
     where appropriate, have been determined by Cloudburst in its reasonable
     opinion to be or to remain satisfied no later than 21 days after 28 June
     2000, the first closing date of the Offer, or after the date on which the
     Offer becomes or is declared unconditional as to acceptances, whichever
     is the later, or  such later date as the Panel may agree.


                                  APPENDIX 2
                                       
                                  Definitions
                                       
The following definitions apply throughout this announcement:

Act                             the  Companies  Act  1985   as
                                amended;
                                
Barclays                        Barclays Bank plc;
                                
Business day                    a day, not being a Saturday or
                                Sunday  on which banks in  the
                                City  of  London are typically
                                open for business;
                                
City Code                       The City Code on Takeovers and
                                Mergers;
                                
Cloudburst                      Cloudburst Holdings Limited;
                                
Directors                       the directors of Cloudburst;
                                
Executive Directors             the  executive  directors   of
                                Queensborough,  being   Philip
                                Mason, Kevin Leech, Stuart Sim
                                and Stephen Last;
                                
Excluded Shareholders           Kevin  Leech, Alexis  Ventures
                                Limited,    Glen   Investments
                                Limited  and Needles  Holdings
                                Limited;
                                
Excluded Shares                 the  Queensborough Shares held
                                by  the  Excluded Shareholders
                                amounting to 59.6 per cent. of
                                Queensborough Shares;
                                
Form of Acceptance or Form      the  form  of  acceptance  and
                                authority  relating   to   the
                                Offer  and  accompanying   the
                                Offer Document;
                                
Independent Directors           Russell Race and Thomas  Black
                                being   those   directors   of
                                Queensborough     who      are
                                independent in relation to the
                                Offer;
                                
LBC Corporate Finance           the  partnership known as  LBC
                                Corporate Finance of  Portland
                                Tower,     Portland    Street,
                                Manchester M1 3LF;
                                
London Stock Exchange           the   London  Stock   Exchange
                                Limited;
                                
Offer                           the   recommended   Offer   by
                                Cloudburst to acquire all  the
                                Queensborough          Shares,
                                excluding the Excluded Shares,
                                including,  where the  context
                                so  requires,  any  subsequent
                                revision, variation, extension
                                or renewal of such Offer;
                                
Offer  Document                 the  document to be posted  to
                                Queensborough     Shareholders
                                setting out the terms  of  the
                                Offer;
                                
Offer  Period                   the  period commencing  on  17
                                May   2000   and   ending   on
                                whichever   of  the  following
                                dates shall be the latest of:
                                (i)  3pm on 28 June 2000;
                                (ii) the  date  on  which  the
                                     Offer lapses;
                                (iii)the  date the Offer
                                     becomes  or  is  declared
                                     unconditional    as    to
                                     acceptances;
                                
Offer Price                     20  pence  in  cash  for  each
                                Queensborough Share;
                                
Overseas Shareholder            the  holders  of Queensborough
                                shares  who  are residents  in
                                and  nationals or citizens  in
                                jurisdictions   outside    the
                                United  Kingdom  or  who   are
                                nominees  of,  or  custodians,
                                trustees  or  guardians   for,
                                residents  in or  citizens  or
                                nationals of other countries;
                                
Panel                           the  Panel  on  Takeovers  and
                                Mergers;
                                
Queensborough or Company        Queensborough Holdings PLC;
                                
Queensborough Group             Queensborough     and      its
                                subsidiaries;
                                
Queensborough Shares            the  existing  unconditionally
                                allotted  or issued and  fully
                                paid  ordinary  shares  of  10
                                pence each in Queensborough;
                                
Queensborough Shareholder       a   holder   of  Queensborough
                                Shares;
                                
Queensborough Share Schemes     the     Queensborough     1995
                                Executive Share Option Scheme,
                                the     Queensborough     1995
                                Unapproved Share Option Scheme
                                and   the  Queensborough  1995
                                Performance Related  Executive
                                Share Option Scheme;
                                
UK or United Kingdom            the  United Kingdom  of  Great
                                Britain and Northern Ireland;
                                
UK Listing Authority            the  UK  Listing Authority,  a
                                division   of  the   Financial
                                Services Authority;
                                
United  States of America or    the  United States of America,
United States                   its territories  and
                                possessions, any states of the
                                United States and the District
                                of Columbia;
                                
WestLB Panmure                  WestLB Panmure Limited.




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