Cppgroup Regulatory News (CPP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

This announcement is noT an announcement of a firm intention to make an offer under rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made

27 March 2013

Possible offer for CPPGroup Plc

The Board of CPPGroup Plc ("CPP" or the "Group") notes the recent movement in the Group's share price. The Board of CPP confirms that it has received an initial, preliminary approach from CPP's majority shareholder, Mr Hamish Macgregor Ogston CBE, at an indicative price of 1 pence per ordinary share, which may or may not lead to an offer being made for the Group.

It should be noted that the approach is at an early stage and there can be no certainty that an offer will be made or as to the terms of any such offer, should one be forthcoming.

The Board will make further announcements as appropriate in due course.

Mr Hamish Macgregor Ogston CBE must, in accordance with Rule 2.6(a) of the Code, clarify his intentions by no later than 5.00pm on 24 April 2013 (or such later date as the Takeover Panel may consent to in relation to Mr Hamish Macgregor Ogston CBE, at the request of the Board of CPP), by either announcing a firm intention to make an offer or that he does not intend to make an offer.

This announcement has been made without obtaining the prior approval of Mr Hamish Macgregor Ogston CBE.

Relevant securities in issue

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company announces that it has 171,486,890 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification number for the ordinary shares is GB00B5W55H93.

Enquiries:

CPPGroup Plc

Shaun Parker, Chief Financial Officer

Tel: +44 (0) 1904 544 372

Helen Spivey, Head of Corporate and Investor Communications

Tel: +44 (0) 1904 544387

Tulchan Communications

John Sunnucks

Martin Robinson

Tel: +44 (0) 20 7353 4200

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made). This announcement has been prepared in accordance with English law and the UK City Code on Takeovers and Mergers (the "Code") and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on CPP's website.