WLN Wellington Hds.

RNS Number:5555M
Fenner PLC
20 May 2005



Fenner PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA

                             FOR IMMEDIATE RELEASE

                             FENNER PLC ("FENNER")
  RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC ("WELLINGTON") OFFER DECLARED
                         UNCONDITIONAL IN ALL RESPECTS

The Board of Fenner announces that all conditions of the offer to acquire the
entire issued and to be issued ordinary share capital of Wellington have now
been satisfied or waived and the Offer has become unconditional in all respects.

The Offer will remain open for acceptance until 30 June 2005. Wellington
Shareholders who wish to accept the Offer and have not yet done so should
despatch their Forms of Acceptance or follow the procedure for electronic
acceptance described in the Offer Document (as applicable) as soon as possible.

Having received valid acceptances of the Offer in respect of over 90 per cent in
value of the Wellington Shares to which the Offer relates, Fenner will today be
giving notice to those Wellington Shareholders who have not accepted the Offer
informing them that it will compulsorily acquire their Wellington Shares by
applying sections 428 to 430F of the Companies Act 1985.

Wellington Shareholders should note that application is to be made for the
cancellation of listing of Wellington Shares on the Official List and
cancellation of the trading of Wellington Shares on the London Stock Exchange's
market for listed securities with effect from Monday 20 June 2005 and the notice
period for such cancellation has now commenced.

Settlement of the cash consideration due under the Offer in respect of valid
acceptances which have been received and are valid and complete in all respects
will be despatched on or before 3 June 2005 and the New Fenner Shares to be
issued as consideration under the Offer were issued with effect from Admission,
which occurred earlier today. Settlement of the consideration in respect of
further acceptances which are valid and complete in all respects will be
despatched within 14 days of receipt.

In addition, on 19 April 2005, Fenner announced details of a fully underwritten
Placing and Open Offer of 46,611,102 new Ordinary Shares at 127 pence per share
to raise approximately #54.1 million (net of expenses of the Acquisition and the
Placing and Open Offer). Following Admission, which occurred earlier today, the
Placing and Open Offer has become unconditional in all respects.

Terms defined in the Offer Document have the same meaning in this announcement.

Fenner PLC
Mark Abrahams, Chief Executive                                 Tel: 01482 626500
Richard Perry, Group Finance Director

NM Rothschild & Sons Limited
(Financial Adviser and Sponsor to Fenner)
James Fenwick / Stephen Moore                                 Tel: 0113 200 1900

Collins Stewart Limited
(Corporate Broker to Fenner)
Chris Wells / Mark Connelly                                   Tel: 020 7523 8350

Weber Shandwick Square Mile
Nick Oborne                                                   Tel: 020 7067 0700

NM Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fenner
PLC in connection with the Placing and Open Offer and Acquisition and no one
else and will not be responsible to anyone other than Fenner PLC for providing
the protections afforded to clients of NM Rothschild & Sons Limited nor for
providing advice in relation to the Placing and Open Offer and Acquisition, the
contents of this announcement, or any other matters referred to herein.

Collins Stewart Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Fenner PLC in
connection with the Placing and Open Offer. Collins Stewart Limited is also
corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be
responsible to anyone other than Fenner PLC for providing the protections
offered to clients of Collins Stewart Limited nor for providing advice in
relation to the Offer and the Placing and Open Offer, the contents of this
announcement, or any other matters referred to herein.

Neither the Offer nor the Open Offer is being made, directly or indirectly, in
or into, or by the use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, internet, email, telex
or telephone) of interstate or foreign commerce, or of any facility of a
national securities exchange, of the United States, Canada, Australia, Japan,
the Republic of Ireland or South Africa and neither can, subject to certain
exceptions, be accepted by any such use, means instrumentality or facility or
from within the United States, Canada, Australia, Japan, the Republic of Ireland
or South Africa.

Neither the Offer nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have
not been and will not be registered under the Securities Act, or under the laws
of any state, district or other jurisdiction of the United States or of Canada,
Australia, Japan, the Republic of Ireland or South Africa and no regulatory
clearances in respect of new Fenner Shares have been or will be, applied for in
any jurisdiction. Accordingly, unless an exemption under the Securities Act or
other relevant securities laws is applicable, the new Fenner Shares are not
being, and may not be offered, sold, resold, delivered or distributed, directly
or indirectly, in or into the United States or Canada, Australia, Japan, the
Republic of Ireland or South Africa or to, or for the account or benefit of, any
US person or person resident in Canada, Australia, Japan, the Republic of
Ireland or South Africa.

This press announcement has been issued by Fenner and is the sole responsibility
of Fenner.




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

END
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