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OFFER FOR OPD GROUP PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO  

5 June 2009

Recommended Cash Offer

by 

Offerco Limited ('Offerco')

for 

OPD Group plc ('OPD')

Posting of Offer Document

• The Board of Offerco and the Independent Directors of OPD jointly announced on 27 May 2009 the terms of a recommended cash offer ('Offer') to be made by Offerco to acquire the entire issued and to be issued ordinary share capital of OPD other than any ordinary shares already owned by Offerco or otherwise contracted to be acquired by Offerco (representing approximately 32.1 per cent of the existing issued ordinary share capital of OPD).  

• The Board of Offerco is pleased to announce that the offer document ('Offer Document') containing Offerco's offer for OPD is today being posted to OPD shareholders.

• The Offer is made on the basis of 57 pence in cash per ordinary share of five pence each in the capital of OPD ('OPD Share').

• The Offer values the issued ordinary share capital of OPD at approximately £15.1 million in aggregate.

• The Offer represents a premium of approximately 44 per cent to the closing middle market quotation of an OPD Share of 39.5 pence per OPD Share on 14 May 2009, being the last Business Day prior to the release of the announcement on 15 May 2009 that OPD was in discussions regarding a cash offer of up to 57 pence per OPD Share. 

• Offerco is a newly incorporated English company, formed at the direction of Peter Hearn and Graphite Enterprise Trust PLC ('Graphite') for the purposes of implementing the Offer.

• Peter Hearn is the non-executive Chairman of OPD and is its largest shareholder with 6,982,250 OPD Shares, representing 26.3 per cent of the existing issued share capital of OPD directly or indirectly controlled by him. Offerco, Peter Hearn and Graphite directly and indirectly control 8,526,087 OPD Shares, representing approximately 32.1 per cent of the existing issued share capital of OPD. 

• Offerco has also received irrevocable undertakings to accept the Offer in respect of 1,978,446 OPD Shares representing approximately 7.4 per cent of the existing issued share capital of OPD. Accordingly, together with OPD Shares already owned by Offerco or otherwise contracted to be acquired by Offerco, Offerco has commitments to accept the Offer in respect of approximately 39.5 per cent of the existing issued share capital of OPD.

• The Board of Offerco believe that the Offer provides OPD shareholders the opportunity to realise their entire shareholding for cash at an attractive premium to recent trading levels. 

• The first closing date of the Offer is 26 June 2009. OPD shareholders who want to accept the Offer should complete the form of acceptance ('Form of Acceptance') accompanying the Offer Document and send this together with their share certificates to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received as soon as possible and, in any event, by no later than 1.00pm on 26 June 2009. OPD shareholders who hold their shares in uncertificated form should ensure that an electronic acceptance is made through CREST as set out in the Offer Document. 

• This announcement, the Offer Document and all other documents, announcements or information published in relation to the Offer by Offerco will be available on the website of OPD (www.opdgroup.com).

Enquiries:

Herax Partners LLP

(Acting on behalf of Offerco)

Angus MacPherson	+44 (0) 20 7355 9980
Andres Reig-Schmidt	+44 (0) 20 7355 9981

Investec

(Acting on behalf of OPD and the Independent Directors)

Patrick Robb	+44 (0) 207 597 5169
Gary Clarence	+44 (0) 207 597 5197
Ben Poynter	+44 (0) 207 597 5117

  Appendix I contains the sources and bases of information used in this Announcement and details of the irrevocable undertakings to accept the Offer received by Offerco.

Herax Partners LLP ('Herax'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Offerco and no one else in connection with the Offer and the matters referred to in this Announcement. Herax will not be responsible to any person other than Offerco for providing the protections afforded to customers of Herax, nor for providing advice in relation to the Offer or any other matter referred to in this Announcement.

Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for OPD and the Independent Directors and no one else in connection with the Offer and the matters referred to in this Announcement. Investec will not be responsible to any person other than OPD and the Independent Directors for providing the protections afforded to customers of Investec, nor for providing advice in relation to the Offer or any other matter referred to in this Announcement.

The full terms of and conditions to the Offer are set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, OPD Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.  Terms defined in the Offer Document have the same meanings in this Announcement.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.

The distribution of this Announcement in jurisdictions other than the United Kingdom and the availability of the Offer to OPD Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or OPD Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Unless otherwise determined by Offerco or required by the Code and permitted by applicable law and regulation, and subject to any dispensation required from the Takeover Panel, the Offer is not being and will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of the United States, Canada, Australia and Japan and any other jurisdiction to which or where the extension or acceptance of the Offer would breach or violate the law of that jurisdiction (each a 'Restricted Jurisdiction'), and the Offer, when made, will not be capable of acceptance by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Offerco or required by the Code and permitted by applicable law and regulation copies of this Announcement are not being, and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in or into any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Notwithstanding the foregoing, Offerco will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.  

The directors of Offerco, John Pike and Peter Hearn, accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of Offerco (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Further Information on the Offer

This Announcement has been prepared for the purposes of complying with English law and the Code and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the Code.

Forward Looking Statements 

This Announcement, including information included or incorporated by reference in this Announcement, may contain 'forward-looking statements' concerning the financial condition, results of operation(s) and business(es) of OPD and Offerco. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties which because they relate to factors and events and depend on circumstances that will occur in the future could or may cause actual results or developments to differ materially from those expressed in or implied by the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this Announcement. Offerco assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of OPD, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of OPD, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of OPD by Offerco or by OPD, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, you should contact an independent financial adviser authorised under FSMA or consult the Takeover Panel's website or contact the Takeover Panel on telephone number +44 (0)20 7638 0129.

If you are in any doubt about the Offer, the contents of this Announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. 

  

APPENDIX I

Bases and Sources

• Unless otherwise stated, the financial information relating to OPD has been extracted or derived, without material adjustment, from OPD's audited accounts and the audited consolidated financial statements for OPD for the year ended 31 December 2008 and the Interim Management Statement released on 15 May 2009.

• References to the existing issued share capital of OPD are references to OPD Shares in issue on 4 June 2009 (being the last Business Day prior to the release of this Announcement), being 26,560,334 OPD Shares. 

• The value attributed to the existing issued and to be issued share capital of OPD is based upon the 26,560,334 OPD Shares in issue on 4 June 2009 (being the last Business Day prior to the date of this Announcement).

• OPD Share prices represent the closing middle market quotation of an OPD Share as derived from the London Stock Exchange Daily Official List on the relevant date.

• Irrevocable undertakings to accept or procure the acceptance of the Offer in respect of the following OPD Shares have been given:

Name	Number of OPD Shares	Percentage of existing issued share capital
Doug Sutherland	38,715	0.15 %
Ian Moss Francesca Robinson Richard Boggis-Rolfe Virginia Bottomley (i) Lucy Boggis-Rolfe	6,516 186,594 223,640 105,813 122,074	0.02 % 0.70% 0.84% 0.40% 0.46%
Marilyn Lee	748,625	2.82%
The Hearn Foundation	236,537	0.89 %
Kleinwort Benson (Channel Islands) Pension Trustees Limited as Trustee of the OPD Group plc Employee Share Trust (ii)	189,901	0.71%
International Resources Group Limited Employee Benefit Trust (iii)	120,031	0.45%
Total	1,978,446	7.45 %

Notes:    (i) Virginia Bottomley is the beneficial holder of 25,000 OPD Shares held through her Self-Invested Personal Pension as nominee (ii) held through KB (CI) Nominees ESOP Account (iii) held through Rysaffe Trustee Company (CI) Limited

These irrevocable undertakings will only lapse and cease to be binding on the earlier of the following occurrences:

• the Offer Document not being posted to the OPD Shareholders within 28 days (or such longer period as the Takeover Panel may agree being not more than six weeks) after 27 May 2009;

• (for Richard Boggis-Rolfe, Lucy Boggis-Rolfe and Virginia Bottomley only) the Offer being declared or becoming unconditional in all respects, lapsing or being withdrawn without becoming unconditional in all respects;

• the Offer closing, lapsing or being withdrawn (in accordance with its terms); or

• the Offer not becoming or being declared unconditional in all respects by 6.00p.m. on 15 September 2009.

ENDODPBXGDLUSGGGCU