FAP Ulster Bk.11.75

RNS Number:1066U
Faupel PLC
14 November 2005

Faupel plc

Offer update

14 November 2005



Not for release, distribution or publication in or into or from the USA, Canada,
Australia, South Africa, the Republic of Ireland or Japan



                             Recommended Cash Offer

                                       by

                             RSM Robson Rhodes LLP

                                  on behalf of

                      Max Money Resources Limited ("MMR")

                                      for

                             Faupel Plc ("Faupel")



                      Offer Declared Wholly Unconditional



Earlier today the Offer was declared unconditional as to acceptances. The
directors of MMR are now pleased to announce that the recommended cash offer for
Faupel is declared unconditional in all respects.



The Offer will remain open for acceptance until further notice and remains
subject to the terms set out in the Offer Document.



Settlement of the consideration due under the Offer will be despatched on or
before 28 November 2005 in respect of Faupel Shares for which valid and complete
acceptances of the Offer have already been received. Settlement of the
consideration in respect of valid acceptances received on or after today's date
will be despatched within 14 days of receipt of Forms of Acceptance which are
valid and complete in all respects.



MMR intends, as soon as it becomes entitled to do so, to apply the provisions of
sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily
any outstanding Faupel Shares to which the Offer relates. In those
circumstances, as required by Section 430 of the Companies Act, the terms of the
Offer will remain the same, but those Faupel Shareholders who have not accepted
the Offer should note that, as MMR has closed the Loan Note Alternative pursuant
to the terms of the Offer, they will receive cash consideration in respect of
their Faupel Shares.



MMR intends to procure that Faupel applies for cancellation of the trading of
the Faupel Shares on AIM. Such cancellation will be subject to a 20 business day
notice period, and accordingly it is anticipated that cancellation of trading
will take place on or about 20 December 2005.



As of 1.00 p.m. (London time) on 11 November 2005 valid acceptances had been
received in respect of 11,861,011 Faupel Shares, representing approximately 75.5
per cent. of the issued share capital of Faupel.



Prior to making the Offer, MMR received irrevocable undertakings to accept or
procure the acceptance of the Offer in respect of 9,571,994 Faupel Shares,
representing approximately 60.93 per cent. of the issued share capital of
Faupel, as set out in the announcement of 21 October 2005. Valid acceptances of
the Offer have been received in respect of all the 9,571,994 Faupel Shares which
were the subject of such irrevocable undertakings.



Prior to making the Offer, MMR held 3,150,000 Faupel Shares representing
approximately 20.05 per cent. of the issued share capital of Faupel.



Save as disclosed above, neither MMR nor any person acting in concert with MMR
for the purposes of the Offer owned or controlled any Faupel Shares (or rights
over such shares) immediately prior to the commencement of the Offer Period nor
has any such person acquired or (other than pursuant to the Offer) agreed to
acquire any such shares or (save for the irrevocable undertakings to accept or
procure acceptance of the Offer referred to above) any rights over such shares
during the Offer Period.



Faupel Shareholders who wish to accept the Offer, and have not yet done so,
should complete the Form of Acceptance enclosed with the Offer Document and
return it, together with supporting documents, as soon as possible by post to
Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road,
Bristol BS99 1XZ or by hand only (during usual business hours) to Computershare
Investor Services PLC, 2nd Floor, Vintners Place, 68 Upper Thames Street, London
EC4V 3BJ.





Laurence Mead         .....................                         07810 658748

(MMR)



RSM Robson Rhodes     .....................                        020 7865 2341

(Financial Adviser to MMR)

Martin Gibbs

Samantha Harrison




Unless otherwise defined herein, terms defined in the Offer Document have the
same meaning in this announcement.



RSM Robson Rhodes, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for MMR and for no one else in connection with
the Offer and will not be responsible to anyone other than MMR for providing the
protections afforded to customers of RSM Robson Rhodes or for giving advice in
relation to the Offer.



Bridgewell, which is regulated in the UK by the Financial Services Authority, is
acting exclusively for Faupel and for no one else in connection with the Offer
and will not be responsible to anyone other than Faupel for providing the
protections afforded to customers of Bridgewell or for giving advice in relation
to the Offer.



This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer (including the Loan Note Alternative) or otherwise.



This announcement and the Offer (including the Loan Note Alternative) are not
being made and will not be made, directly or indirectly, in or into, or by use
of the mails or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or by
any facilities of, a national, state or other securities exchange of the USA,
Canada, Australia, South Africa, the Republic of Ireland or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer (including the Loan Note Alternative) cannot be
accepted by any such use, means or instrumentality or otherwise from or within
the USA, Canada, Australia, South Africa, the Republic of Ireland or Japan or
any other such jurisdiction. Accordingly, this announcement, the Offer Document
and the Form of Acceptance or any accompanying document are not being, and must
not be, directly or indirectly, mailed or otherwise distributed or sent in or
into or from the USA, Canada, Australia, South Africa, the Republic of Ireland
or Japan or any other such jurisdiction.



The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended) or
under any of the securities laws of any State or other jurisdiction of the
United States and no prospectus in relation to the Loan Notes has been or will
be filed or registration made under any securities laws of Canada in connection
with the issue of Loan Notes in any jurisdiction in Canada, nor has a prospectus
in relation to the Loan Notes been lodged with or registered by the Australian
Securities and Investment Commission, nor have any steps been taken, nor will
any steps be taken, to enable the Loan Notes to be offered in compliance with
the applicable securities laws of South Africa, the Republic of Ireland or Japan
or any jurisdiction outside the United Kingdom.  Accordingly, unless an
exemption under relevant securities laws is applicable, the Loan Notes may not
be offered, sold, delivered or transferred, directly or indirectly, in or into
the USA, Canada, Australia, South Africa, the Republic of Ireland or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction or to or for the benefit of any US persons (as defined
in Regulation S under the United States Securities Act of 1933 (as amended)) or
residents of Canada, Australia, South Africa, the Republic of Ireland or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction.






                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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