SAR - Fieldens PLC

RNS Number:2477D
Fieldens PLC
01 November 2002

FORM SAR 3

Lodge with a RIS or Newstrack and the Takeover Panel. A copy must also be sent
to the company the shares of which are acquired.

Date of disclosure...1 November 2002.

DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING SUBSTANTIAL ACQUISITIONS OF
SHARES ("SARs")

Date of acquisition : ............ 1 November 2002...............

Acquisition in ...............FIELDENS PLC....................................
(name of company)

(1) Class of voting shares Number of shares/rights over shares If rights over shares acquired,
acquired as opposed to the shares
(eg ordinary shares) themselves, specify nature of
rights

ACQUISITION OF SHARES
CONDITIONAL ON COMPLETION OF
........... shares ACQUISITION OF CAMAXYS LIMITED
ORDINARY 5 PENCE SHARES........... ANNOUNCED ON 29 OCTOBER 2002

444,670...rights

(2) Resultant total holding of Resultant total holding of rights Total percentage
voting shares (and % of total voting over shares (and % of total voting
shares in issue) shares in issue)

1,939,670............(38.79%)..%) 1,939,670............(38.79%)

(SEE ATTACHED ANNOUNCEMENT FOR FURTHER INFORMATION RE RESULTANT HOLDING)

(3) Party making disclosure : KAJ ANDREW ARENDS AND DEREK CHARLES BONHAM...
............

(4) (a) Name of person acquiring shares or rights over shares :

KAJ ANDREW ARENDS (222,335 SHARES (4.44%), RESULTANT HOLDING 969,835 SHARES
(19.40%))

and, if different, beneficial owner ...........................
....................................................

(b) Names of any other persons acting by

agreement or understanding (see SAR 5)

DEREK CHARLES BONHAM (222,335 SHARES (4.44%), RESULTANT HOLDING 969,835 SHARES
(19.40%))

Signed, for and on behalf of the party named in (3) above .........KAJ ANDREW
ARENDS..................

(Also print name of signatory) ................................................
..................................

Telephone and extension number ...020 7408 4090.................................
....................................

______________________________________

Note. Under SAR 5, the holdings of and acquisitions by persons acting by
agreement or understanding must be aggregated and treated as a holding of or
acquisition by one person. Note 3 on SAR 5 requires persons who must aggregate
holdings to disclose certain disposals.

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs. If in doubt, contact the Panel on Takeovers and Mergers, Monitoring
Section, Tel. No: 020 7638 0129.
E-mail: monitoring@disclosure.org.uk

FOR IMMEDIATE RELEASE : 1 NOVEMBER 2002

FIELDENS PLC ('FIELDENS' OR 'THE COMPANY')

Directors' Interest

Derek Bonham and Andrew Arends, respectively Chairman and Chief Executive of the
Company, have today agreed, conditional on the completion of the proposed
acquisition by the Company of CamAxys Limited ('Proposed Acquisition') announced
on 29 October 2002, each to purchase 222,335 ordinary shares of 5 pence each in
the share capital of the Company ('Ordinary Shares') at a price of 28 pence per
Ordinary Share from Barbara Fielden, who resigned from the Board of Fieldens on
25 October 2002.

Following this purchase, Derek Bonham and Andrew Arends would each have an
interest in 969,835 Ordinary Shares representing 14.88 per cent. of the issued
share capital of the Company as enlarged by any Ordinary Shares issued on
completion of the Proposed Acquisition ('Enlarged Share Capital') and 19.40 per
cent. of the current issued share capital of the Company. In aggregate, Derek
Bonham and Andrew Arends will therefore be interested in 1,939,670 Ordinary
Shares representing 29.76 per cent. of the Enlarged Share Capital and 38.79 per
cent of the current issued share capital of the Company.

Also following this purchase, Barbara Fielden would be interested in 805,330
Ordinary Shares representing 12.35 per cent. of the Enlarged Share Capital and
16.11 per cent. of the current issued share capital of the Company.

Under the terms of the Proposed Acquisition, up to 2,510,667 new Ordinary Shares
are payable to the shareholders of CamAxys. 1,519,207 of these shares are to be
issued on completion of the Proposed Acquisition ('Initial Consideration
Shares') and 991,460 are subject to adjustment on account of CamAxys' borrowings
at completion and completion accounts ('Deferred Initial Consideration Shares').
Further performance related consideration of up to 2,478,654 new Ordinary
Shares ('Further Consideration Shares') may become payable after 30 June 2005.

Derek Bonham and Andrew Arends have also committed, following the issue by the
Company of any Deferred Initial Consideration Shares following completion of the
Proposed Acquisition, each to purchase from Barbara Fielden an amount of
Ordinary Shares equal to 29.99 per cent. of the amount of any Deferred Initial
Consideration Shares issued by the Company.

Completion of the Proposed Acquisition is expected to occur on 21 November 2002
when dealings in the Enlarged Share Capital are expected to commence trading on
the Alternative Investment Market of the London Stock Exchange.

Colin West, who is expected to join the Board of Fieldens following completion
of the Proposed Acquisition, would, assuming completion in full of the Proposed
Acquisition, including that the full number of performance related Further
Consideration Shares are issued and that no adjustment is made to the number of
Deferred Initial Consideration Shares issued by the Company, be interested in
649,901 Ordinary Shares, representing 6.51 per cent. of the maximum issued share
capital of the Company as a result of the Proposed Acquisition (not 2.53 per
cent. as disclosed in the Admission Document dated 29 October 2002).

1 November 2002

For further information

Andrew Arends, Chief Executive Fieldens PLC 07767 238 864

Graham Shore/ Jonathan Nelson Shore Capital 020 7408 4090

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

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