Banner Chemicals PLC - Offer Wholly Unconditional

RNS No 6091p
BANNER CHEMICALS PLC
26 August 1999



 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
                      AMERICA, CANADA, AUSTRALIA OR JAPAN
                                       
                                       
                     PETROFERM UK LIMITED ("PETROFERM UK")
                                       
           a wholly owned subsidiary of PETROFERM INC. ("PETROFERM")
                                       
                            RECOMMENDED CASH OFFER
                                       
                                      FOR
                                       
                        BANNER CHEMICALS PLC ("BANNER")
                                       
                 OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS


Petroferm  UK  announces that, as at 3.00pm on 26 August  1999,  Petroferm  or
Petroferm  UK  owned  or  had  received valid acceptances  in  respect  of  an
aggregate 63,535,702 Banner Shares, representing approximately 84.28 per cent.
of the issued share capital of Banner.

Therefore Petroferm UK has declared its Offer for Banner unconditional in  all
respects,  all  outstanding conditions having been satisfied  or  waived.  The
Offer will remain open for acceptance until further notice.

Immediately  before  the  announcement of the Offer,  Petroferm  held  500,000
Banner  Shares,  representing approximately 0.7 per cent. of  Banner's  issued
share  capital,  and  Petroferm UK had received  irrevocable  undertakings  to
accept  the  Offer  from  certain Banner Shareholders,  including  the  Banner
directors,  in  respect  of  a further 7,845,028 Banner  Shares,  representing
approximately  10.4 per cent. of Banner's issued share capital. In  aggregate,
therefore,  immediately  before the announcement of the  Offer,  Petroferm  or
Petroferm  UK  owned or had received irrevocable undertakings  to  accept  the
Offer  in  respect  of  a  total  of  8,345,028  Banner  Shares,  representing
approximately 11.1 per cent. of Banner's issued share capital.

Since the announcement of the Offer, Petroferm UK has acquired in aggregate  a
further 8,564,125 Banner Shares, representing approximately 11.4 per cent.  of
Banner's  issued share capital. This increased the number of shares  owned  or
purchased  to  9,064,125  Banner Shares, representing approximately  12.0  per
cent. of Banner's issued share capital.

By  3.00pm on 26 August 1999, valid acceptances of the Offer had been received
in  respect of a total of 54,471,577 Banner Shares, representing approximately
72.25 per cent. of Banner's issued share capital. Valid acceptances in respect
of  7,845,028  Banner  Shares  the  subject of  the  irrevocable  undertakings
referred to above, are included in these acceptances.

In  aggregate,  therefore,  as  at 3.00pm on  26  August  1999,  Petroferm  or
Petroferm UK owned or had received valid acceptances in respect of a total  of
63,535,702  Banner Shares, representing approximately 84.28 per cent.  of  the
issued share capital of Banner.

Save  as  disclosed in this announcement, neither Petroferm UK nor any persons
deemed  to  be acting in concert with Petroferm UK held any Banner Shares  (or
rights  over such shares) immediately prior to the commencement of  the  Offer
Period,  nor  have  they acquired or agreed to acquire any Banner  Shares  (or
rights over such shares) during the Offer Period.



Enquiries:

Petroferm UK              Michael E Hayes            001 904 277 5241
                          Geoffrey R Cross

IDJ Limited               John Incledon              0171 499 0355
                          Charles Sebag-Montefiore

Banner Chemicals          Alan Howarth               01928 597 000
                          Tim McInnes

Binns & Co.               John Wade                  0171 786 9600
                          Fiona Bradshaw

The definitions set out in the Offer document dated 15 July 1999 apply in this
announcement. The Offer is not being made, directly or indirectly, in or  into
the  United  States, 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 the United States, Canada, Australia or Japan.

The Petroferm Directors 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.

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

END

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