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OPD Group - Possible Offer

OPD Group
Possible Offer and Interim Management Statement

The board of directors of OPD Group plc ('OPD' or the 'Company') notes the recent movement in its share price and announces that it is in discussions with the Chairman, Peter Hearn, with thesupport of certain members of the executive management team (the 'Management Team'), regarding a cash offer for the entire issued and to be issued share capital of the Company at an offer price of up to 57p for every ordinary share of five pence each in the capital of the Company (the 'Indicative Proposal').

An Independent Committee of the Board of OPD has been formed to evaluate the Indicative Proposal and has granted Peter Hearn permission to undertake limited due diligence into the Company.
Whilst discussions are well progressed, there can be no certainty that an offer will be made or as to the terms of any such offer, should one be forthcoming. A further announcement will be made in due course, as appropriate.

This announcement has been made without the consent of Peter Hearn and there can be no certainty that an offer will be made, nor as to the terms on which any offer may be made.

Trading Update
OPD, also today announces its Interim Management Statement covering the period from 1 January 2009
to 15 May 2009.

As stated in the Company's year end results announcement on 17 March 2009, net fee income declined by 20 per cent. in January and February of this year. The rate of decline increased in March and April with net fee income down 30 per cent. on March and April 2008. For the first four months of the year net fee income was down 25 per cent. compared to the comparative period for 2008.

Trading conditions remain very challenging. The Company continues to reduce costs with headcount reduced by 60 since the beginning of the year to 690. The Company will continue to take prompt and decisive action where necessary to maintain the appropriate balance of revenues and costs for the long term benefit of the Group. However, should trading fail to improve such action may adversely impact the ability of the business to compete effectively, retain high quality employees and trade profitably if and once market conditions improve. Accordingly in such circumstances the Board may seek additional funding through an equity issuance which could be material in the context of the Company's current equity valuation.


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