been met, according to a release from Eagleville.

Both are Bermuda-incorporated companies.

The agreement hinged on whether or not Eagleville could acquire additional shares in Fairhaven bringing its total holding to at least 95 percent.

Shares held by Eagleville, 70,320,007, and valid acceptances for at least 163,962,333 other shares, top the required 95 percent for the company to declare the offer unconditional.

Mr. James Davidson, Mr. Charles Collis and Mr. Nicholas Dill, sit on boards of both companies.

The latter two are partners with the law firm of Conyers Dill & Pearman.

The other directors of Fairhaven, who have been advised by UBS Ltd., financial advisors to the company, had recommended shareholders accept the offer.

Prior to the offer, Eagleville held 28.9 percent of Fairhaven's issued share capital.

Fairhaven, listed on the London Stock Exchange, has a 60 percent stake in OGC, while Eagleville has associations with of several companies through the Mr.

Fred Olsen family, among them shipping interests.

The board of Fairhaven was concerned that the shares of Fairhaven have traded on the London exchange at a substantial discount to what the board believes to be their true value. Fairhaven shareholders wishing to dispose of a significant number of their shares found it difficult to do so.

Fairhaven reported profit before exceptional items of $16.4 million for fiscal 1993.

Fairhaven, with a physical presence in Bermuda, also has a stake in Belmont Constructors Inc., a wholly-owned US subsidiary providing engineering, construction and maintenance services to the hydrocarbon, industrial and process industry. Fairhaven, through its subsidiary, Nimslo., Fairhaven holds a 36 percent interest in two US limited partnerships and a Hong Kong corporation which has interests in three-dimensional photographic technology.