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17 December 2009                                                                                              For immediate release

OPD Group plc ("OPD" or the "Company")

Shares in Public Hands (LR 9.2.15)

An offer was made by Offerco Limited ("Offerco") for OPD on 27 May 2009 and closed, having been declared unconditional in all respects, on 24 July 2009. As a result, Offerco currently holds approximately 63.1 per cent. of OPD's existing issued share capital. Certain Shareholders did not accept the Offer and together, these Shareholders still hold over 30 per cent. of the Company's issued share capital. Of these Shareholders, funds managed by Schroders plc (the ''Schroders Funds'') currently hold in excess of 25 per cent. of the Company's issued share capital.

Listing Rule 6.1.19 states that at least 25 per cent. of a listed company's issued share capital must be held in public hands and that shares held by any person or persons in the same group or persons acting in concert who have an interest in 5 per cent. or more of the shares are not deemed to be in public hands. On 14 July 2009, in accordance with Listing Rule 9.2.16, the Company informed the UK Listing Authority that, given the size of the combined shareholdings of Offerco and the Schroders Funds, it might be in breach of Listing Rule 9.2.15, which states that a listed company must comply with Listing Rule 6.1.19 at all times.

The Board takes seriously its continuing obligations under Rule 9 of the Listing Rules and continues to examine ways to rectify its free float position and bring the Company back into compliance with the Listing Rules. In this regard, the Company has explored with Offerco and the Schroders Funds the following measures as potential resolutions to its current free float position but, to date, has been unsuccessful in obtaining the necessary support for any of them:

• selling shares to put more shares in public hands;

• a resolution to transfer to AIM; and

• a resolution to delist the Company.

Under the rules of the Takeover Code, except with the consent of the Panel, Offerco may not within six months of the closure of its previous offer, being 24 July 2009, make a further offer to any shareholder of OPD, or acquire any interest in Shares on more favourable terms than those made under the previous offer. The Directors have been informed by Offerco that it has no current intention to make a further offer.

The UK Listing Authority has been made aware of the outcome of these discussions and of the Directors' view that, in the absence of a significant change in the positions of Offerco and / or the Schroders Funds, the free float position is unlikely to be resolved in the near future. If the Company is unable to resolve its free float position, it will continue to be in breach of its continuing obligations under the Listing Rules.

The Board will continue to consider all possible and appropriate techniques of redressing the  Company's current free float position and will continue to engage with Offerco and the Schroders Funds in seeking a resolution. The Company will also keep the UK Listing Authority and Shareholders regularly informed of its progress in pursuing a resolution and whether the Board believes that a resolution can be achieved. There is a risk that in seeking such resolution, the Board's time and attention will be diverted from other significant matters and that the Company may incur additional costs.

Enquiries

OPD Group plc

Ian Moss, Group Finance Director                          +44 (0) 20 7970 9700

Investec Investment Banking

Rowena Murray                                                         +44 (0) 20 7597 5970

Cara Griffiths

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