Bandt PLC - Offer Wholly Unconditionl,etc

RNS No 7847h
BANDT PLC
10 August 1999


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

Tilbury Douglas Plc ("Tilbury Douglas")

Recommended Offer for Bandt plc ("Bandt")

Offer declared unconditional in all respects

Tilbury Douglas announces that, as at 3.00pm on 9 August 1999
(being the first closing date of the Offer), valid acceptances
under the Offer had been received in respect of 120,317,145
Bandt Shares, representing approximately 85.3 per cent. of the
issued ordinary share capital of Bandt. Included in this level
of acceptances are those received pursuant to irrevocable
undertakings from the directors of Bandt and certain
institutional shareholders in respect of their aggregate
holdings of 78,780,080 Bandt Shares representing approximately
55.9 per cent. of the current issued ordinary share capital of
Bandt.

Of the valid acceptances received, elections for additional
shares under the Mix and Match Election were made in respect
of 35,405,589 Bandt Shares (representing 25.1 per cent. of the
issued ordinary share capital of Bandt) and elections for
additional cash under the Mix and Match Election were made in
respect of 43,051,596 Bandt Shares (representing 30.5 per
cent. of the issued ordinary share capital of Bandt).

Save as disclosed above, neither Tilbury Douglas nor any other
persons deemed to be acting in concert with Tilbury Douglas
held any Bandt Shares or rights over Bandt Shares as at 21
June 1999, the day before the commencement of the Offer Period
nor have any of them acquired or agreed to acquire any Bandt
Shares or rights over Bandt Shares during the Offer Period and
no acceptances of the Offer have been received from any person
acting in concert with Tilbury Douglas.

The Mix and Match Election closed at 3.00pm on 9 August 1999
but Tilbury Douglas reserves the right to re-introduce a Mix
and Match Election, subject to the rules of the City Code.

Holders of Bandt Shares who have validly elected under the Mix
and Match Election for further shares in addition to their
basic entitlement will have their elections scaled back so
that they will receive their basic share entitlement and
approximately 81.3 per cent. of the New Tilbury Douglas Shares
applied for in excess of that basic entitlement.  These Bandt
Shareholders will receive the balance of their consideration
in cash.

Bandt Shareholders who have elected for further Tilbury
Douglas shares under the Mix and Match Election will therefore
be entitled to consideration of approximately 15.51 New
Tilbury Douglas Shares and #6.02 in cash for every 100 Bandt
Shares.  This compares with a basic entitlement of 7 New
Tilbury Douglas Shares and #32.24 in cash for every 100 Bandt
Shares.

Elections for cash under the Mix and Match Election will be
satisfied in full.  Bandt Shareholders electing for cash will
therefore be entitled to a total consideration of 53.8 pence
in cash for every Bandt Share in respect of which they made
the election.

The extent to which Mix and Match Elections are met may differ
from the levels indicated above if valid acceptances which
include elections under the Mix and Match Election are validly
withdrawn.

All of the conditions of the Offer having been satisfied or
waived, Tilbury Douglas is pleased to declare the Offer
unconditional in all respects, subject to the admission of the
New Tilbury Douglas shares to the Official List becoming
effective.

The Offer will remain open for acceptance until further
notice.  Bandt Shareholders who have not accepted the Offer
should ensure that completed Forms of Acceptance are returned
to Lloyds TSB Registrars, The Causeway Worthing, West Sussex
BN99 6DA or, by hand only (during normal business hours) to
Lloyds TSB Registrars, Antholin House, 71 Queen Street, London
EC4N 1SL as soon as possible.  If you require further Forms of
Acceptance, please contact Lloyds TSB Registrars by telephone
on 01903 702767.

Words defined in the Offer Document dated 19 July 1999 have
the same meaning in this announcement unless the context
otherwise requires.

Enquiries:

Tilbury Douglas
Mike Bottjer                                0118 932 0123
Stuart Lee

Cazenove & Co.
Nick Wiles                                  0171 588 2828

Cazenove & Co., who are regulated in the United Kingdom by The
Securities and Futures Authority Limited, are acting for
Tilbury Douglas and no one else in connection with the Offer
and will not be responsible to anyone other than Tilbury
Douglas for providing the protections afforded to customers of
Cazenove & Co. or for providing advice in relation to the
Offer or any matter referred to herein.

The Offer, including the Mix and Match Election, is not being
made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex or telephone) of
interstate or foreign commerce, or of any facility of a
national securities exchange, of the United States, Canada,
Australia or Japan and cannot be accepted by any such use,
means, instrumentality or facility or from within 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.  This announcement is not an offer
of securities for sale in the United States and the New
Tilbury Douglas Shares have not been, and will not be
registered under the United States Securities Act of 1933, as
amended, nor under the laws of any state of the United States,
and the relevant clearances have not and will not be obtained
from the relevant authorities in Canada, Australia or Japan.
Accordingly, New Tilbury Douglas Shares may not be offered,
sold, or delivered, directly or indirectly, in or into such
jurisdictions except pursuant to exceptions from applicable
requirements of such jurisdictions.

This announcement has been approved for the purpose of section
57 of the Financial Services Act 1986 by Cazenove & Co.

END

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