Cppgroup Regulatory News (CPP)

17 April 2013

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

Possible offer for CPPGroup Plc

CPPGroup Plc ("CPP" or the "Group") has today announced the proposed disposal of CPP's North American business to AMT Warranty Corp. (the "Disposal") and will in due course publish a circular setting out further details of the Disposal and seek the requisite shareholder approvals in connection with the same. CPP has also today announced the extension and amendment of the Group's multicurrency revolving facility ("the Amended Facility") which will mature on 30th September 2013.

As a result of the difficult financial situation of the Group, CPP has explored a number of options and has engaged in discussions with the Group's existing lenders, Barclays Bank PLC, The Royal Bank of Scotland plc and Santander UK (the "Lenders"), Mr Hamish Macgregor Ogston CBE and others concerning the financing requirements of the Group. These discussions led to a request being made to the Lenders and Mr Hamish Macgregor Ogston CBE to consider whether they would be willing to provide a refinancing solution for the Group. In response to such request, Mr Hamish Macgregor Ogston CBE indicated that he would, subject to certain pre-conditions and limitations, be willing to participate with the Lenders, in a refinancing of the Group (the "Potential Financing Arrangements"). The pre-conditions to Mr Hamish Macgregor Ogston CBE's willingness to participate in any Potential Financing Arrangements include:

·; completion of the Disposal in accordance with its terms, resulting in net proceeds to the Group of not less than £20 million;

·; receipt by Mr Hamish Macgregor Ogston CBE of irrevocable undertakings to accept any such offer as may be made by Mr Hamish Macgregor Ogston CBE for the entire issued and to be issued share capital of CPP, other than those shares in which he is already interested for the purposes of the Code, from shareholders representing such number of shares which, when aggregated with his own interests, would amount to at least 75 per cent. of the issued ordinary shares in CPP, such that if any offer is made and is successful, Mr Hamish Macgregor Ogston CBE would be able to cancel CPP's listing on the Official List. Mr Hamish Macgregor Ogston CBE is currently interested in approximately 57.15 per cent. of the entire issued share capital of CPP, therefore he will currently require irrevocable undertakings in respect of at least 17.85 per cent. of the entire issued share capital of CPP for the satisfaction of this pre-condition;

·; the Board of CPP (other than Mr Hamish Macgregor Ogston CBE) agreeing to recommend any such offer as may be made by Mr Hamish Macgregor Ogston CBE for the entire issued and to be issued share capital of CPP, other than those shares in which he is already interested for the purposes of the Code;

·; Mr Hamish Macgregor Ogston CBE obtaining any necessary approvals, in terms satisfactory to him, of the Financial Conduct Authority in connection with the implementation of any such offer as may be made by Mr Hamish Macgregor Ogston CBE for the entire issued and to be issued share capital of CPP, other than those shares in which he is already interested for the purposes of the Code;

·; Mr Hamish Macgregor Ogston CBE undertaking and completing due diligence on the Group that is satisfactory to him;

·; new credit arrangements for the Group with a three year term being agreed between the Group, Mr Hamish Macgregor Ogston CBE and the Lenders, which are appropriate for the needs of the Group having regard to its financing requirements, and including security arrangements satisfactory to Mr Hamish Macgregor Ogston CBE in support thereof, including "ring-fencing" certain parts of the Group as part of enhanced contingency planning; and

·; Mr David Sugden agreeing to accept appointment as (and being appointed as) a director and chairman of the company that will be the holding company of CPP following completion of such offer by Mr Hamish Macgregor Ogston CBE, should one be made.

Mr Hamish Macgregor Ogston CBE has further indicated that if he were to make an offer for the entire issued and to be issued share capital of CPP, other than those shares in which he is already interested for the purposes of the Code, once the pre-conditions to the Potential Financing Arrangements set out above are satisfied or waived by Mr Hamish Macgregor Ogston CBE and he is willing to participate in the Potential Financing Arrangements his current intention would be for any such offer to be at an indicative price of 1 pence per share in cash (the "Possible Offer").

Since the date of Mr Hamish Macgregor Ogston CBE's initial indication of willingness to participate in the Potential Financing Arrangements, the Group's financial circumstances have changed such that the Group will require a greater amount for its working capital purposes than is currently available under the Amended Facility or was originally anticipated may be made available under the Potential Financing Arrangements by the Lenders and Mr Hamish Macgregor Ogston CBE. Further discussions will therefore be required with the Lenders and Mr Hamish Macgregor Ogston CBE in relation to such Potential Financing Arrangements and the Possible Offer.

The Possible Offer does not constitute a binding commitment by Mr Hamish Macgregor Ogston CBE to make an offer. There can be no certainty that an offer will be made or as to the terms of and conditions to any such offer, should one be forthcoming.

Mr Hamish Macgregor Ogston CBE has indicated that if an offer is made and is successful, he intends to cancel CPP's listing from the Official List as soon as is reasonably practicable.

As previously announced by the Group on 27 March 2013, 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 (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. The Board of CPP expects that an extension to this deadline will be required if any offer is to be made by Mr Hamish Macgregor Ogston CBE and should an extension to the deadline be requested, the Board of CPP intends to, absent any significant change in circumstances, agree to such extension and seek the Takeover Panel's consent to such extension.

For the purposes of Rule 2.5(a) of the Code, Mr Hamish Macgregor Ogston CBE reserves the right to:

(i) amend or adjust the terms of the Possible Offer with the recommendation or consent of the Board of CPP, including to announce a firm intention to make an offer at a price below 1 pence per CPP share; and/or

(ii) waive in whole or in part any of the pre-conditions to the making of an offer referred to above or stipulate additional pre-conditions.

Mr Hamish Macgregor Ogston CBE has agreed to refrain from attending and voting at any meeting of the Board convened to consider or otherwise connected to the Possible Offer, and has agreed to withdraw from any meeting of the Board where the Possible Offer or any matter connected with the Possible Offer is to be discussed. Mr Hamish Macgregor Ogston CBE has further agreed that he shall not take part in any discussions or votes of the Board in relation to the recommendation of any offer if made by Mr Hamish Macgregor Ogston CBE.

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

This announcement has been made with the prior approval and agreement of Mr Hamish Macgregor Ogston CBE.

Enquiries:

CPPGroup Plc

Paul Stobart, Chief Executive Officer

Shaun Parker, Chief Financial Officer

Tel: +44 (0) 1904 544 372

Helen Spivey, Head of Corporate and Investor Communications

Tel: +44 (0) 1904 544387

Greenhill & Co. International LLP

Anthony Parsons

Hugo Grimston

Tel: +44 (0) 20 7198 7400

Tulchan Communications

John Sunnucks

Martin Robinson

Tel: +44 (0) 20 7353 4200

Further information

Greenhill & Co. International LLP, which is regulated in the United Kingdom by the Financial Conduct Authority, is acting for CPPGroup Plc and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than CPPGroup Plc for providing the protections afforded to clients of Greenhill & Co. International LLP or for providing advice in relation to the matters set out in or any other matter referred to in this announcement.

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 CPPGroup Plc's website.