Tender Offer re Petards Group Plc

27 May 2010

Water Hall Group plc

("Water Hall" or the "Company")

Tender Offer

Water Hall, the AIM listed waste management company, today announces that it has made a tender offer to the holders of ordinary shares of Petards Group plc, an AIM listed provider of security and surveillance systems. The following text regarding the tender offer has today been published in the Financial Times and in the Times.

Tender Offer on behalf of Water Hall Group plc ("Water Hall") to purchase up to 104,511,925 ordinary shares of 1 penny each in the issued share capital of Petards Group plc ("Petards") ("Ordinary Shares") at 0.70 pence each ("Tender Offer")

On behalf of Water Hall, Religare Capital Markets (UK) Limited ("RCM") offers to acquire, by tender,up to 104,511,925 Ordinary Shares at 0.70 pence per Ordinary Share. If the total number of Ordinary Shares tendered by all holders of Ordinary Shares ("Shareholders") is greater than 104,511,925 Ordinary Shares, the tenders will be scaled down pro rata (fractions being ignored). Shareholders may tender all or any part of their holdings.

At the date of this advertisement, Water Hall holds 86,500,000 Ordinary Shares, which represents 13.59 per cent. of the issued Ordinary Share capital of Petards. No person deemed to be acting in concert with Water Hall owns or has rights over any Ordinary Shares. If the Tender Offer is accepted in full, Water Hall will be beneficially interested in 191,011,925 Ordinary Shares, which would represent 29.99 per cent. of the issued Ordinary Share capital of Petards.

The tender price of 0.70 pence per Ordinary Share represents a 27.27 per cent. increase or a premium of 0.15 pence per share over the closing middle market price on 26 May 2010, being the last practicable date prior to the publication of this advertisement. At that date the bid and offer prices were 0.50 pence and 0.60 pence respectively with a middle market price of 0.55 pence per Ordinary Share. 

The Tender Offer is conditional on the receipt by Water Hall of tenders totalling not less than 6,367,065 Ordinary Shares, representing one per cent. of the issued Ordinary Shares on 26 May 2010 (the latest practicable date prior to the publication of this advertisement). This condition may not be waived. Accordingly, if the condition is not satisfied by 1.00 p.m. on 18 June 2010, the Tender Offer will be void. Subject to this, all tenders will be irrevocable.

Ordinary Shares successfully tendered will be acquired by Water Hall fully paid and free from all liens, charges, equitable interests and encumbrances and together with all rights attaching thereto, including the right to all dividends and other distributions declared, made or paid after the date of this advertisement and the right to attend and vote at any general meeting of Petards after the Tender Offer has closed. The Tender Offer will close at 1.00 p.m. on 18 June 2010. No tenders received after that time will be accepted.

A Tender Form and Circular will be despatched as soon as possible to each Shareholder whose name appears on the register of members at the close of business on 26 May 2010 or within 48 hours thereafter. Shareholders who hold Ordinary Shares in certificated form wishing to tender Ordinary Shares should complete and return the Tender Form in accordance with the instructions set out on it. The completed and signed Tender Form, together with relevant share certificate(s) and/or other document(s) of title,should either be sent by post or delivered by hand during normal business hours only to Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible, and in any event, so as to be received not later than 1.00 p.m. on 18 June 2010. If the Ordinary Shares which you wish to tender are held in uncertificated form, you must transfer (by means of a TTE instruction) the number of Ordinary Shares which you wish to tender under the Tender Offer to an escrow balance, specifying Share Registrars Limited, (in its capacity as a CREST receiving agent under its Participant ID 7RA36 and member account ID WGPPGP01) as the Escrow Agent, as soon as possible and in any event so that the transfer to escrow settles by not later than 1.00 p.m. on 18 June 2010. If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action.

All questions as to the number of Ordinary Shares tendered and the validity, eligibility (including the time of receipt) and acceptance for payment of any tender of Ordinary Shares will be determined by RCM in its sole discretion, which determination shall be final and binding on all of the parties (except as otherwise required under applicable law). RCM reserves the absolute right to reject any or all tenders they determine not to be in proper form or the acceptance or payment for which may, in the opinion of RCM, be unlawful.

Water Hall reserves the right to require any Shareholder whose registered address is outside the United Kingdom or who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom, to provide evidence of compliance with all laws of any jurisdiction applicable to him in connection with his tendering of Ordinary Shares.

Provided that tenders totalling more than 1% of the voting rights of all Ordinary Shares are duly received, payment of the price due to Shareholders whose tenders are accepted will be made on 25 June 2010 by cheque despatched by first class post to the person or agent whose name and address (outside the United States, Canada, Australia, New Zealand, South Africa and Japan) is set out in Box 1 (or, if relevant, Box 4) of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the address of the first named. 

For further information:

Water Hall Group plc +44 (0) 1483 452 333

Raschid Abdullah

Religare Capital Markets

Emily Staples +44(0) 207 444 0800

Daniel Briggs +44(0) 207 444 0500

www.religarecm.com