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Queensborough Hldgs (QSN)

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Thursday 27 July, 2000

Queensborough Hldgs

Offer Update, etc.

Queensborough Hldgs PLC
27 July 2000

Queensborough Holdings PLC - Offer Declared Unconditional

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

                   Cloudburst Holdings Limited ('Cloudburst')

                      Recommended cash offer (the 'Offer')


                  Queensborough Holdings plc ('Queensborough')

Cloudburst  is  pleased to announce that it has today declared its  offer  for
Queensborough unconditional in all respects.  The offer will remain  open  for
acceptance until further notice.

As  at 3.00 p.m today, valid acceptances of the Offer had been received in
respect of  a  total  of  40,737,128 Queensborough Shares, representing 
approximately 88.3  per  cent.  of the Queensborough Shares to which the Offer
 relates  and 35.6  per cent. of the existing issued share capital of
Queensborough.  These acceptances  include valid acceptances from certain
Queensborough shareholders in  accordance with the irrevocable undertakings
given by them to  accept  the Offer,   in  respect  of  an  aggregate  of 
2,547,626  Queensborough   Shares representing approximately 5.5 per cent. of
the Queensborough Shares to  which the  Offer  relates and approximately 2.2
per cent. of Queensborough's  issued share capital.

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 are outside the Offer and will be transferred to Cloudburst.

Save  as disclosed above, neither Cloudburst nor any person acting, or  deemed
to  be  acting, in concert with Cloudburst held any Queensborough  Shares  (or
rights  over  Queensborough  Shares) prior to the commencement  of  the  Offer
Period,   nor  has  any  such  person  acquired  or  agreed  to  acquire   any
Queensborough Shares (or rights over Queensborough Shares) since that time and
no  acceptances of the Offer have been received from such persons  acting,  or
deemed to be acting, in concert with Cloudburst.

Settlement of the consideration under the Offer will be despatched by no later
than  10  August 2000 in respect of Queensborough Shares for which  valid  and
complete  acceptances  were received by 3.00 p.m. today.   Settlement  of  the
consideration  under the offer in respect of acceptances received  after  3.00
p.m. today will be despatched within 14 days of the receipt of valid Forms  of
Acceptance  relating thereto which are complete in all respects. Queensborough
Shareholders who have not yet accepted the Offer but wish to do so  are  urged
to  complete  and  return  their completed Forms  of  Acceptance  as  soon  as

Kevin  Leech,  Russell Race and Thomas Black will resign  from  the  board  of

Queensborough  will  apply  for cancellation of the listing  of  Queensborough
Shares  on  the  Official List of the UK Listing Authority and of  trading  in
Queensborough  Shares  on  the  Main Market  of  the  London  Stock  Exchange.
Queensborough  will be re-registered as a private limited  company  under  the

Terms  defined  in  the  Offer  Document have the  same  meaning  as  in  this

For further information contact:

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.

LBC  Corporate Finance 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.

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


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