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Offerco - OPD Update

Offerco Limited for OPD Group plc
 
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 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  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.
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 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. 

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