RNS No 7244q
CRAIG & ROSE PLC
20 July 1999


The  following  is  text  from a letter,  posted  today,  to
Ordinary  and  Preference Stockholders by  the  Chairman  of
Craig & Rose, Mr. J. Wightman:


" Dear Stockholder

Offer on behalf of Alaster Cunningham and cancellation of
listing

You  may  have  received  a letter from  Andrew  Perloff  in
relation to the recent offers by Alaster Cunningham and  the
intention to cancel the Company's listing.

Mr.  Perloff has thought it appropriate to make the purchase
of  shares as set out in his letter and has indicated his 
intention to make further limited purchases.  As a Board, 
we feel it is  necessary to clarify and correct certain of  the  
points raised by Mr. Perloff as follows:-

1.   Mr. Perloff has chosen to describe Alaster Cunningham's
     offer  as  a  management buy out;  in  effect,  Alaster
     Cunningham's offers are designed to give to all of  the
     minority  stockholders  who may  wish  to  take  it  an
     opportunity of an exit prior to the Company  cancelling
     its   listing.   There  would  be  no  change  to   the
     composition  of  the  Board or the present  controlling
     shareholders as a result of the offer.

2.   The  asset value of the Ordinary Stock units  has  been
     estimated by Mr. Perloff at #2.00.  The Accounts of the
     Company to 31 December 1998 give a going concern  value
     per Ordinary Stock Unit of approximately #1.95.  However
     it is clear  to  the  Board that continuing to trade  
     on  the existing basis from the Leith Walk site is not a 
     viable option  for the future, and that relocating  to  
     a  new site, albeit  with the attendant costs  and  financial
     risks,  is necessary if the Company is to go  ahead  to
     develop  its  business as the Board thinks appropriate.
     For  these reasons the Board does not think this is  an
     appropriate way to value the Company.

3.   Mr. Perloff refers to the Company owning three acres of
     land  in  central Edinburgh; the Board would not  agree
     with Mr. Perloff's geography as it would seem difficult
     to  describe 2.83 acres in Leith as "Central Edinburgh";

4.   Mr. Perloff states that the property has been "valued  
     without planning  permission".  In fact, the Company
     appointed  a reputable valuer with significant local 
     knowledge to report  on its  properties.   As stated in
     his report the valuer took into account uncertainty over 
     whether residential planning consent could be obtained in
     arriving at his valuation and a copy of the report dated 9th
     July 1999 is included in the Offer Document posted to stockholders 
     last week.

5.   Mr.  Perloff  notes that it is proposed to acquire  the
     new site from a company owned by Alaster Cunningham  at
     a  price  of #240,000.  This is #10,000 less  than  the
     valuation contained in the report in the Offer Document
     posted last week.

6.   The  family  stockholders have had a long  relationship
     with  the  Company  over several generations,  and  the
     circumstances  relating to the decision not  to  accept
     the  offer  are quite different from these relating  to
     stockholders who hold shares purely as an investment.

7.   The  reasons for cancelling the listing are as set  out
     in the Offer Document.  To sum up:

     (a)  the  existing  listing has not offered  an  active
          market in either the Ordinary or Preference Stock;
     
     (b)  the listing does not in practice offer the Company
          scope  to  raise new funds economically  from  the
          public;
     
     (c)  the  costs  of  compliance merely to maintain  the
          listing are disproportionate to the Company's size
          and profits; and
     
     (d)  if  the  Company  were  to undertake  even  modest
          transactions to increase its size, then this would
          lead   to   substantially  higher  stock  exchange
          compliance costs in terms of listing.
     
     Mr.  Perloff is presumably aware that a significant and
     increasing  number of listed companies have  chosen  to
     cancel  their listing over the last six months; against
     this  background the Board does not share Mr. Perloff's
     view  that  the Company's listing is a valuable  asset,
     and believes that the market as a whole would not agree
     with him.
     
8.   Stockholders,  particularly  those  with  a  relatively
     small  number of shares, should note that Mr. Perloff's
     offer  to  buy  at  150p is likely to involve  them  in
     paying  brokers fees; they should consider whether  the
     costs of selling to Mr. Perloff might mean that the net
     price  received  per share is in fact  less  than  that
     available   under   the  Ordinary  Offer,   where   the
     consideration will be paid free from costs of dealing.

9.   Finally  the Board note that Mr. Perloff is not  making
     an  offer  available  to all stockholders.   The  Board
     would point out that the Offers from Alaster Cunningham
     are  open to all stockholders and give all stockholders
     who wish one an exit, when the alternative is to remain
     as  stockholders in a company whose listing is about to
     be cancelled.

Yours sincerely,
J. Wightman


The  directors  accept responsibility  for  the  information
contained  in  this letter.  To the best of their  knowledge
and belief (having taken reasonable care to ensure that such
is   the  case)  such  information  for  which  they  accept
responsibility  in  this letter is in  accordance  with  the
facts and does not omit anything likely to affect the import
of such information.

Except as specified in this letter in relation to the  price
offered for Ordinary Stock by Mr. Perloff as at the date  of
posting  of this letter, there have been no material changes
in the information published in the Offer Document.

The Morton Fraser Partnership, Solicitors, of 19 York Place,
Edinburgh   has  approved  this  letter  as  an   investment
advertisement solely for the purposes of section 57  of  the
Financial  Services Act 1986.  The Morton Fraser Partnership
is  authorised  to conduct investment business  by  the  Law
Society of Scotland under the Financial Services Act 1986. "




The  following  is  text  from a letter,  posted  today,  to
Ordinary and Preference Stockholders by Alaster Cunningham:


"Dear Stockholder,

Offers for Craig & Rose plc ("the Company")

You  may  by now have received contact either by  letter  or
telephone  from  a  Mr.  Andrew S  Perloff  based  at  Mount
Pleasant  in  London regarding my recent offer to  buy  your
stock.

As stated in the offer document posted last week ("the Offer
Document") the main reason for my offers ("the Offers")  was
specifically to give all stockholders who did not wish to be
stockholders  in a small unlisted company which  intends  to
embark  on  a  relatively high risk  business  strategy  the
opportunity to sell their stock without costs.

Regrettably, due to Mr. Perloff's apparent lack of knowledge
of  the Company's current financial position, I consider his
recent  statements  to  be inaccurate  and  misleading.   In
particular:

**   It should be clear to Mr. Perloff and in fact to anyone
     with  an  understanding of the workings  of  the  Stock
     Exchange, that a company with a turnover of #3,000,000,
     and  a  market capitalisation (at the Offer  Price)  of
     less  than #1,000,000, is too small to be viable  as  a
     listed entity.

**   His  comment  that  the listing  is  a  valuable  asset
     ignores  several  years  of your  Board  attempting  to
     extract value from the listing and the trend in  recent
     times  which has seen an increasing number of  "smaller
     companies"  (generally of a substantially greater  size
     than  Craig & Rose) giving up their listings by way  of
     take-overs.

**   Mr. Perloff has in my opinion mistakenly identified  my
     offer as a potential profit opportunity for himself and
     has expressed a wish to acquire a strategic holding  of
     up  to  29.9% in an attempt, I believe, to force me  to
     increase my offer for his stock.

     I would like to remind you that the price I offered was
     considered  to be fair and reasonable by the  Company's
     independent advisers and I would confirm that I do  not
     intend  to  increase the terms of the Offers  from  the
     current level.
     
**   As  outlined in the Offer Document, it is my  intention
     to   proceed  with  the  relocation  of  the   Company,
     involving  funding of #2,200,000.  At the time  of  the
     rights  issue  referred to by Mr. Perloff,  I  invested
     approximately #400,000 to help stabilise the Company; I
     have previously waived fees due to me and I propose  to
     sell the new site to the Company for a price below  its
     open market valuation. These are signs of my commitment
     to  the Craig & Rose business.  I do not know what  Mr.
     Perloff's intentions for the business and the employees
     would   be   if   he  were  to  become  a   significant
     shareholder.

**   I  would  point out that Mr. Perloff is not  making  an
     offer  available to all stockholders.  The Offers which
     I  am making are open to all stockholders and give  all
     stockholders an opportunity to exit, if they wish, from
     a company whose listings are about to be cancelled.

     Stockholders,  particularly  those  with  a  relatively
     small  amount of stock, should note that Mr.  Perloff's
     offer  to  buy  at  150p is likely to involve  them  in
     paying  brokers fees; they should consider whether  the
     costs of selling to Mr. Perloff might mean that the net
     price received per stock unit is in fact less than that
     available   under   the  Ordinary  Offer,   where   the
     consideration will be paid free from costs of dealing.

I  would  ask those of you who were initially of a  mind  to
accept prior to receipt of Mr. Perloff's letter, to go ahead
and  accept  the Offers within the timescale  of  the  Offer
Document  as  recommended to you by Bell Lawrie Wise  Speke.
If  you  have any queries, please contact David Mitchell  at
Dickson Minto W.S. at 11 Walker Street, Edinburgh, EH3  7NE,
or on 0131 225 4455.


Yours faithfully,
Alaster Cunningham



Alaster   Cunningham   accepts   responsibility   for    the
information  contained in this letter.  To the best  of  his
knowledge  and belief (having taken all reasonable  care  to
ensure that such is the case) such information for which  he
accepts responsibility in this letter is in accordance  with
the  facts  and does not omit anything likely to affect  the
import of such information.

Save as disclosed in this letter, there have been, as at the
date  of  posting this letter, no material  changes  in  the
information published in the Offer Document.

Dickson Minto W.S., of 11 Walker Street, Edinburgh EH3  7NE,
has  approved  this  letter  as an investment  advertisement
solely  for  the  purposes of Section 57  of  the  Financial
Services Act 1986.  "


END

MSCSEWFWSUUUFFW


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