RNS Number : 0334K
Omega International Group PLC
12 December 2008
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada or Japan, or any other
jurisdiction where to do so would constitute a violation of the relevant laws of such other jurisdiction.
ANNOUNCEMENT
FOR IMMEDIATE RELEASE
12 December 2008
RECOMMENDED CASH OFFER FOR Omega INTERNATIONAL GROUP PLC ("Omega") BY Omega BIDCO LIMITED ("Bidco")
Summary
The Directors of Bidco and the Independent Directors of Omega are pleased to announce the terms of a recommended cash offer to be made
by Bidco for the whole of the issued and to be issued share capital of Omega (other than the Omega Shares subject to the Exchange
Agreements).
Highlights
The Offer is being made at a price of 108 pence in cash for each Omega Share. In addition, if the Offer is declared unconditional in all
respects, Omega Shareholders on the register on 12 December 2008 will be entitled to an additional dividend of 2 pence per Omega Share for
the year ending 31 December 2008 (the "Additional Dividend"). The payment of the Additional Dividend, will be made as soon as practicable,
but no later than 14 days, after the Offer is declared unconditional in all respects.
Omega Shareholders on the register on 12 December 2008 will also be paid the interim dividend of 0.94 pence per Omega Share in respect
of the six months ended 27 June 2008 (the ''Interim Dividend''). The Interim Dividend will be paid, irrespective of whether or not the Offer
is declared unconditional in all respects, on 9 January 2009.
The Offer values the entire issued share capital of Omega at approximately �30.5 million. The Offer and Additional Dividend together
represent a premium of approximately 74.60 per cent. over the Closing Price of 63 pence per Omega Share on 11 December 2008, the last
Business Day prior to the issue of this Announcement and the commencement of the Offer Period.
Including the Interim and Additional Dividends, Omega Shareholders will receive under the terms of the Offer a total cash payment of
110.94 pence per Omega Share, a premium of approximately 76.10 per cent. over the Closing Price of 63 pence per Omega Share on 11 December
2008, the last Business Day prior to the commencement of the Offer Period.
If the Offer lapses and Omega Shareholders are therefore not entitled to the Additional Dividend, then the Omega Board will consider a
final dividend for the year ending 31 December 2008 in accordance with Omega's usual annual final dividend timetable and any payment due is
expected to be made in July 2009.
Bidco was formed specifically for the purpose of making the Offer and is a wholly owned subsidiary of Omega Topco Limited ("Topco").
Both Bidco and Topco are newly incorporated companies in England and Wales. Following the Offer becoming or being declared unconditional in
all respects, Bidco and Topco will be controlled and wholly owned by the Management Team.
In view of the involvement of the Management Team in the Offer, and the resulting conflicts of interest, an independent committee of the
Board of Omega comprising Prudence Margaret Leith and Kevin McDonald has been formed to consider the terms of the Offer on behalf of Omega
Shareholders.
The Independent Directors, who have been so advised by ING Corporate Finance, consider the terms of the Offer to be fair and reasonable,
and unanimously recommend that all Omega Shareholders accept the Offer. In providing advice to the Independent Directors, ING Corporate
Finance has taken into account the commercial assessments of the Independent Directors.
Bidco has received irrevocable undertakings from the Omega Directors, including the Independent Directors, and irrevocable undertakings
and a letter of intent from certain other Omega Shareholders to accept or procure the acceptance of the Offer in respect of a total of
17,769,370 Omega Shares, representing, in aggregate, approximately 62.92 per cent. of the existing issued share capital of Omega. Further
details of these undertakings are set out in the following Announcement. In addition, Bidco has conditionally agreed to acquire 1,815,400
Omega Shares pursuant to the Exchange Agreements.
The Offer has significant support from Omega Shareholders, with Bidco having secured irrevocable undertakings and a letter of intent in
respect of, or having conditionally agreed to acquire, a total of 19,584,770 Omega Shares representing approximately 69.35 per cent. of the
existing issued share capital of Omega.
Bidco will despatch the Offer Document to Shareholders and, for information only, to holders of share options in Omega, and publish it
on Omega's website (www.omegaplc.co.uk), as soon as practicable.
Commenting on the Offer, Kevin McDonald, Independent Director, said:
"Given the current trading outlook for the UK retail sector, the Independent Directors believe Omega Shareholders are unlikely to be
able to realise value similar to the Offer in the medium term. Moreover, as the Offer is at a significant premium to the current Omega Share
Price, it represents an opportunity for Shareholders to realise their entire investment in Omega at a time of great economic and stock
market uncertainty."
Francis Galvin, Chief Executive Officer of Bidco said:
"I am pleased that we have been able to raise the necessary funding to announce the recommended cash offer for Omega. In the current
economic environment, the management team believes that the interests of employees and other stakeholders will be best served by taking the
company back into private ownership. The offer represents a very significant premium of approximately 75% to the current Omega share price
and it is being recommended to shareholders by the Independent Directors and their financial advisers."
This summary should be read in conjunction with the full text of the following Announcement and the Appendices to it and with the full
further terms and conditions of the Offer to be set out in the Offer Document and the Form of Acceptance. Appendix I sets out the
conditions of, and certain further information about, the Offer.
Enquiries:
PricewaterhouseCoopers LLP
(Financial adviser to Bidco)
Darren Bryant (Partner) Tel: +44 (0) 113 289 4569
Jonathan Raggett (Director) Tel: +44 (0) 207 583 5000
Omega
Kevin McDonald Tel: +44 (0) 140 574 3333
ING Corporate Finance Tel: +44 (0) 207 767 1000
(Rule 3 financial adviser to Omega)
Julian Briant
David DiMatteo
Cenkos Securities Tel: +44 (0) 207 397 8900
(Corporate broker to Omega)
Stephen Keys
Adrian Hargrave
Buchanan Communications Tel: +44 (0) 207 466 5000
(Financial PR adviser to Bidco)
Mark Edwards
Rule 2.10
In accordance with Rule 2.10 of the City Code, Omega confirms that it has 28,241,465 ordinary shares of 10 pence nominal value each in
issue.
The International Securities Identification Number (ISIN) for Omega's ordinary shares is GB00B00J0S40
Terms used in this summary shall have the meaning given to them in the full Announcement.
Further Information
Appendix I sets out the conditions to and further terms of the Offer.
Appendices II and III set out further information, including the bases and sources of information from which the financial and other
calculations used in this Announcement have been derived.
Appendix IV contains definitions of certain terms used in this summary and the following Announcement.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidco and Topco and no-one else in connection with the Offer and will not be responsible to anyone other than Bidco and
Topco for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for providing advice in relation to the Offer, the
contents of this Announcement or any other matter described in this Announcement.
ING Corporate Finance, which is authorised by the Dutch Central Bank, is acting exclusively for Omega and no one else in relation to the
Offer and will not be responsible to anyone other than Omega for providing the protections afforded to clients of ING Corporate Finance or
for providing advice in relation to the Offer, the contents of this Announcement or any other matter described in this Announcement.
This Announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
through the Offer Document and the Form of Acceptance. Bidco intends to dispatch such documents to Omega Shareholders (and, for information
only, to Omega Optionholders) as soon as practicable. The Offer Document and the Form of Acceptance will together contain the full terms and
conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on
the basis of the information contained in the Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to overseas persons. Overseas persons, or persons who are subject to the laws of any jurisdiction other than the
United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document will be available for public inspection in the United
Kingdom.
Overseas persons
Unless otherwise determined by Bidco, the Offer will not be made, directly or indirectly, in or into the United States or by use of the
mails of, or by any means or instrumentality (including, without limitation, facsimile, internet, email or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, the United
States, nor will it be made directly or indirectly in or into Canada, Japan or any Prohibited Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or any Prohibited
Jurisdiction. Accordingly, copies of this Announcement are not being, will not be and must not be, directly or indirectly, mailed or
otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction, and
persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Japan
or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any persons (including custodians,
nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or
send this Announcement, the Offer Document, the Form of Acceptance or any related document outside the United Kingdom or to any overseas
person should seek appropriate advice before doing so. Further details in relation to Overseas Omega Shareholders will be contained in the
Offer Document.
Cautionary statement regarding forward-looking statements
This Announcement contains statements about Bidco and Omega (and their respective groups and/or subsidiary undertakings) that are or may
be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof are
forward-looking statements. Forward-looking statements include statements relating to the following (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Omega's operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on Bidco's or Omega's business. These forward-looking statements are not guarantees of future performance. They have not been
reviewed by the auditors of Bidco or of Omega. These forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different
from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will
operate in the future. You are cautioned not to place undue reliance on any forward-looking statement, which speak only as of the date they
were made. All subsequent oral or written forward-looking statements attributable to Bidco, Omega or any members of their respective groups
or any persons acting on their behalf are expressly qualified in their entirety by the Cautionary Statement above. All forward-looking statements included in this document are based on
information available to us on the date hereof. Investors should not place undue reliance on such forward-looking statements, and neither
Bidco nor Omega undertakes any obligation to publicly update or revise any forward-looking statements.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent.
or more of any class of 'relevant securities' of Omega, all 'dealings' in any 'relevant securities' of Omega (including by means of an
option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptance, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Omega they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Omega by Bidco or Omega or by any of their
respective 'associates' must be disclosed by no later than noon (London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative reference to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a 'dealing' under Rule 8 of the City Code, you should consult the Panel.
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada or Japan, or any other
jurisdiction where to do so would constitute a violation of the relevant laws of such other jurisdiction.
ANNOUNCEMENT
FOR IMMEDIATE RELEASE
12 December 2008
RECOMMENDED CASH OFFER FOR Omega PLC ("Omega") BY OMEGA BIDCO LIMITED ("Bidco")
1. Introduction
The Independent Directors of Omega and the Board of Bidco are pleased to announce that they have reached agreement on the terms of a
recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Omega, other than
1,815,400 Omega Shares which Bidco has conditionally agreed to acquire pursuant to the Exchange Agreements. Bidco is a wholly owned
subsidiary of Topco Limited which is wholly owned by the Management Team.
2. The Offer
Bidco is offering to acquire, subject to the terms and subject to the conditions set out below and in Appendix I to this Announcement
and to the full terms and conditions set out in the Offer Document and, in the case of Omega Shares held in certificated form, in the
accompanying Form of Acceptance, the entire issued and to be issued ordinary share capital of Omega, other than the Omega Shares subject to
the Exchange Agreements, on the following basis:
for each Omega Share 108 pence in cash
The Offer values the entire issued share capital of Omega at approximately �30.5 million. In addition, if the Offer is declared
unconditional in all respects, Omega Shareholders on the register on 12 December 2008 will be entitled to an additional dividend of 2 pence
per Omega Share for the year ending 31 December 2008 (the "Additional Dividend"). The payment of the Additional Dividend, will be made as
soon as practicable, but no later than 14 days, after the Offer is declared unconditional in all respects.
Omega Shareholders on the register on 12 December 2008 will also be paid the interim dividend of 0.94 pence per Omega Share in respect
of the six months ended 27 June 2008 (the ''Interim Dividend''). The Interim Dividend will be paid, irrespective of whether or not the Offer
is declared unconditional in all respects, on 9 January 2009.
The Offer Price and Additional Dividend together represent a premium of approximately 74.60 per cent. over the Closing Price of 63 pence
per Omega Share on 11 December 2008, the last Business Day prior to the issue of this Announcement and the commencement of the Offer
Period.
Including the Interim and Additional Dividends, Omega Shareholders will receive under the terms of the Offer a total cash payment of
110.94 pence per Omega Share, a premium of approximately 76.10 per cent. over the Closing Price of 63 pence per Omega Share on 11 December
2008, the last Business Day prior to the commencement of the Offer Period.
If the Offer lapses and Omega Shareholders are therefore not entitled to the Additional Dividend, then the Omega Board will consider a
final dividend for the year ending 31 December 2008 in accordance with Omega's usual annual final dividend timetable and any payment due is
expected to be made in July 2009.
The Offer is conditional upon amongst other things, valid acceptances being received in respect of not less than 90 per cent. (or such
lower percentage as Bidco may, subject to the City Code, decide) of the Omega Shares to which the Offer relates. Full details of the
conditions to which the Offer is subject are set out in Appendix I to this Announcement.
The Offer extends to any Omega Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) pursuant to
the exercise of options granted under the Omega Share Option Scheme or otherwise while the Offer remains open for acceptance (or such
earlier date as Bidco may, subject to the City Code, decide).
All outstanding options granted under the Omega Share Option Scheme have an exercise price which is greater than the Offer Price.
Provided that remains the case if the Omega Optionholders exercise their options and sell the resulting shares under the Offer this will
mean that they will make a loss. It is therefore unlikely that any of the Omega Optionholders will wish to exercise their options.
The Omega Shares will be acquired pursuant to the Offer by Bidco fully paid up and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and other third party interests and rights of whatsoever nature and together with all rights now or
hereafter attaching thereto on or after the date of this Announcement, including voting rights and the right to receive and retain all
dividends and other distributions (if any) declared, made or paid by Omega on or after such date (save for the Interim Dividend and
Additional Dividend referred to above).
Bidco will despatch the Offer Document to Shareholders and, for information only, to Omega Optionholders, and publish it on Omega's
website (www.omegaplc.co.uk), as soon as practicable.
3. Background to and reasons for recommending the Offer
Omega has been successful in developing a range of high quality, competitively-priced, kitchen combinations in the UK. However, due to
the current economic uncertainty, the Independent Directors believe that Omega is operating in a high risk sector which has progressively
deteriorated during 2008, compared to the more buoyant conditions of last year. It is generally accepted that the UK is entering a period of
recession with consumer confidence low and retail spending under pressure. This has had a significant adverse impact on global equity
markets generally. The group's revenues are highly dependent upon discretionary spend on home improvements and the relatively "big ticket"
spend of a new kitchen. The position is accentuated by the current weakness in the UK housing market and in particular, the new build
market.
The Independent Directors therefore believe that, as a result of these factors, the Offer from Bidco provides certainty of a cash exit
at a significant premium to the prevailing market price.
The Offer has significant support from Omega Shareholders, with Bidco having secured irrevocable undertakings and a letter of intent in
respect of, or having conditionally agreed to acquire, a total of 19,584,770 Omega Shares representing approximately 69.35 per cent. of the
existing issued share capital of Omega.
The Offer is at a significant premium to the current Omega Share Price and accordingly, the Independent Directors believe that the Offer
represents an opportunity for Shareholders to realise their entire investment in Omega at a time of great economic and stock market
uncertainty.
In view of the involvement of the Management Team in the Offer, and the resulting conflicts of interest, an independent committee of the
Board of Omega comprising Prudence Margaret Leith and Kevin McDonald has been formed to consider the terms of the Offer on behalf of Omega
Shareholders.
The Independent Directors, who have been so advised by ING Corporate Finance, consider the terms of the Offer to be fair and reasonable,
and unanimously recommend that Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own beneficial
holdings, which, in aggregate, amount to 8,850 Omega Shares, representing approximately 0.03 per cent. of Omega's existing issued ordinary
share capital. In providing advice to the Independent Directors, ING Corporate Finance has taken into account the commercial assessments of
the Independent Directors.
4. Irrevocable undertakings and letter of intent
Bidco has received irrevocable undertakings and a letter of intent to accept the Offer in respect of a total of 17,769,370 Omega Shares,
representing, in aggregate, approximately 62.92 per cent. of Omega's existing issued share capital, comprised as follows:
* irrevocable undertakings from each of the Omega Directors in respect of their entire beneficial holdings of, in aggregate,
11,268,850 Omega Shares, representing, in aggregate, approximately 39.90 per cent. of the existing issued share capital of Omega, (these
irrevocable undertakings exclude 1,150,000 Omega Shares held by Francis Galvin and 665,400 Omega Shares held by Newton Winfield, together
1,815,400 Omega Shares, which are subject to the Exchange Agreements). These irrevocable undertakings will continue to be binding in the
event of a higher competing offer being made for Omega;
* Artemis Investment Management Limited (acting as investment adviser for and on behalf of Artemis UK Smaller Companies Fund and as
investment manager for and on behalf of Artemis Alpha Trust plc) has irrevocably undertaken to vote in favour of any resolution to approve
the Management Arrangements and to accept the Offer in respect of 1,763,384 Omega Shares representing approximately 6.24 per cent. of the
existing issued ordinary share capital of Omega. This irrevocable undertaking will cease to be binding if a competing offer is announced for
Omega at a price greater than or equal to 125 pence per Omega Share and Bidco fails to announce a revised offer at a price greater than or
equal to the price of the competing offer within five business days after the date the competing offer is announced;
* Axa Framlington Investment Management Limited has irrevocably undertaken to vote in favour of any resolution to approve the
Management Arrangements and to procure the acceptance of the Offer in respect of 1,410,000 Omega Shares representing approximately 4.99 per
cent. of the existing issued ordinary share capital of Omega. This irrevocable undertaking will cease to be binding if a competing offer is
announced for Omega at a price greater than or equal to 125 pence per Omega Share; and
* Legal and General Investment Management has given a letter of intent to accept the Offer, and a written confirmation that they
would vote in favour of any resolution to approve Management Arranagements, in respect of 3,327,136 Omega Shares, representing approximately
11.78 per cent. of the existing issued share capital of Omega, subject to not receiving another offer to acquire such shares at a purchase
price which is greater than or equal to 125 pence per Omega Share.
Also, Bidco has conditionally agreed to acquire pursuant to the Exchange Agreements 1,815,400 Omega Shares representing 6.43 per cent.
of the existing issued share capital of Omega, held by Francis Galvin and Newton Winfield.
Bidco has therefore received irrevocable undertakings and a letter of intent to accept the Offer in respect of, or conditionally agreed
to acquire, in aggregate 19,584,770 Omega Shares representing 69.35 per cent. of the existing issued share capital of Omega.
5. Inducement Agreement
As an inducement for, and in consideration of, Bidco continuing its discussions with the Company in relation to the Offer and
instructing professional advisers to carry out work on its behalf in connection with the Offer the Company has agreed to make an inducement
payment of 1.0 per cent. of the total value of the Offer payable if, following the Announcement by Bidco of the Offer, the Offer is lapsed
or withdrawn and before the lapse or withdrawal of the Offer, an independent competing offer for the entire issued and to be issued share
capital of the Company (whether under Rule 2.4 or Rule 2.5 of the City Code) is announced and such a competing offer subsequently becomes or
is declared unconditional in all respects or is otherwise completed or implemented.
Nothing in the Inducement Agreement shall oblige Omega to pay any amount which the Panel determines would not be permitted by Rule 21.2
of the City Code.
Pursuant to Rule 21.2 of the City Code, the Independent Directors and ING Corporate Finance have confirmed to the Panel that they
consider the terms of the Inducement Agreement to be in the best interests of Shareholders.
6. Management arrangements
The Bidco Directors have irrevocably undertaken to accept the Offer in respect of their entire holding of Omega Shares that are subject
to the Offer, being 11,260,000 Omega Shares (including the 90,000 Omega Shares held by Francis Galvin and Newton Winfield via a SIPP),
representing, in aggregate, approximately 39.87 per cent. of the existing issued share capital of Omega). In addition, Bidco has
conditionally agreed to acquire a total of 1,815,400 Omega Shares pursuant to the Exchange Agreements.
The Bidco Directors have agreed, through a combination of the proceeds of the sale of Omega Shares pursuant to the Offer and the
exchange of Omega Shares pursuant to the Exchange Agreements (subject to the Offer becoming or being declared unconditional in all
respects), to reinvest �14.0m, plus an additional �0.1 million from Peter Walker, in a combination of Topco Shares and Bidco Loan Notes.
Topco Shares will not be listed on any stock exchange and following the Offer becoming or being declared unconditional in all respects,
will be held solely by the Bidco Directors and DB2.
Conditional upon the Offer becoming or being declared unconditional in all respects, Francis Galvin, Newton Winfield and Peter Walker
will enter into new service agreements. Details of their new service agreements will be set out in the Offer Document.
ING Corporate Finance considers the terms of the Management Arrangements to be fair and reasonable so far as the Independent
Shareholders are concerned.
Further information relating to the Management Arrangements, including information relating to the Exchange Agreements pursuant to which
such arrangements will be effected, will be set out in the Offer Document.
7. Application of the Code to the Management Arrangements
Rule 16 of the Code states that except with the consent of the Panel, an offeror or person acting in concert with it may not make any
arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the offeree company, or enter into
arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are
favourable conditions attached which are not being extended to all shareholders.
However, under Note 4 on Rule 16 of the Code, an offeror may seek the approval of independent shareholders of arrangements whereby the
management of the offeree company remain financially involved in the business following the offer, for example, pursuant to the opportunity
to invest in the offeror, where no such opportunity is afforded to the other shareholders in the offeree. Normally, the Panel would agree
pursuant to Note 4 on Rule 16 of the Code, to allow the type of arrangements outlined above if the independent shareholders pass an ordinary
resolution on a poll at a general meeting approving such arrangements. The Management Arrangements set out in paragraph 6, and defined in
Appendix IV of this Announcement, have been deemed by the Panel to constitute the type of arrangements that fall under Note 4 of Rule 16 of
the Code.
The Panel has agreed to waive the requirement for a general meeting to approve the Management Arrangements relating to the Offer as
Independent Shareholders holding more than 50 per cent. of Omega Shares capable of being voted on at such a general meeting, have confirmed
in writing that they would vote in favour of a resolution to approve the Management Arrangements were such a resolution to be put to Omega
Shareholders at a general meeting, and therefore the vote at any such meeting would be certain to result in the passage of the required
resolution in view of the terms of the written confirmations received from the Independent Shareholders.
Accordingly, no general meeting of Omega Shareholders will be held in relation to the Management Arrangements, as further to the
procedures outlined above as agreed with the Panel, approval for the Management Arrangements is deemed to be given by nature of these
written confirmations received from Independent Shareholders.
8. Information on Topco and Bidco
Bidco is a newly-incorporated company which has been formed for the purposes of making the Offer. Bidco is a wholly-owned subsidiary of
Omega Topco Limited which, following the Offer becoming or being declared unconditional in all respects, will be owned by the Bidco
Directors. Bidco has not traded since its date of inception nor has it entered into any obligations other than in connection with the Offer
and the financing of the Offer. The directors of Bidco and Topco are Robert Sydney Murray, Francis Anthony Galvin, Newton Stanley Winfield
and Peter Ian Walker. Robert Murray will hold his shares in Topco via DB2 Limited, a Guernsey incorporated company of which he is the
ultimate beneficial owner. DB2 will also provide part of the debt financing for the Offer as outlined in paragraph 9.
Further information relating to the Bidco Group will be set out in the Offer Document.
9. Financing of the Offer
The Offer will be financed through a combination of equity and debt financing. The equity financing will be provided by the Bidco
Directors, who will invest an amount of �14.0 million which is equal to all of the proceeds that they will receive under the terms of the
Offer for their Omega Shares less the proceeds that will be received into the SIPPs of Peter Walker, Francis Galvin and Newton Winfield in
respect of the 100,000 Omega Shares in aggregate held in those SIPPs. In addition to this, Peter Ian Walker will provide additional equity
financing of �0.1 million. The debt financing will take the form of a senior loan term from Lloyds TSB Bank plc of �14.0 million and loan
facilities provided by DB2 Limited of �4.4 million.
The senior term loan facility provides that Bidco cannot declare the Offer unconditional as to acceptances unless it has achieved an
acceptance level of at least 75 per cent. of Omega Shares to which the Offer relates.
PricewaterhouseCoopers LLP is satisfied that the necessary financial resources are available to Bidco to enable it to satisfy in full
the consideration payable by Bidco as a result of full acceptance of the Offer.
Further information on the financing of the Offer will be set out in the Offer Document.
10. Information on Omega
Omega is a leading independent designer, manufacturer and marketer of quality kitchen furniture in the mid to upper market segments. Its
four kitchen brands, Sheraton, Omega, Chippendale and Charles Rennie Mackintosh are distributed and sold through a national network of
specialist kitchen outlets, the majority of which are independent retailers.
11. Current trading and prospects
For the financial year ended 31 December 2007, Omega reported total revenues of �33.7 million (2006: �28.3 million), operating profit of
�8.0 million (2006: �6.3 million) and profit before taxation of �8.1 million (2006: �6.4 million). As at 31 December 2007, Omega had net
assets of �26.1 million (2006: �17.9 million).
For the interim financial period for the six months to 27 June 2008, Omega reported total revenues of �17.9 million (2007: �16.3
million), operating profit of �3.9 million (2007: �3.8 million). As at 27 June 2008, Omega had net assets of �28.3 million (2007: �20.3
million).
At the time of the interim results, the Board noted that market conditions had progressively deteriorated compared to the previous year
and that the outlook remained challenging.
At the date of this Announcement, the Board expects the downturn in the economy to continue into 2009, affecting both activity in the
housing market and consumer spending. As a result the market outlook for 2009 looks challenging.
12. Management and employees
Bidco has indicated that it attaches great importance to the specialised skills, knowledge and experience of the management and
employees of Omega. Bidco has given assurances to the Independent Directors that, on the Offer becoming or being declared wholly
unconditional, the existing contractual employment rights of all management and employees of Omega will be honoured and pension obligations
complied with. Furthermore, Bidco has indicated that it does not currently intend to change the locations of Omega's places of business or
redeploy any of its fixed assets.
It is expected that if the Offer becomes unconditional and Omega is de-listed, the Independent Directors of Omega will resign.
13. Omega Share Option Scheme
The Offer will extend to any Omega Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) pursuant
to the exercise of options granted under the Omega Share Option Scheme or otherwise while the Offer remains open for acceptance (or such
earlier date as Bidco may, subject to the Code, decide).
All outstanding options granted under the Omega Share Option Scheme have an exercise price which is greater than the Offer Price.
Provided that remains the case if the Omega Optionholders exercise their options and sell the resulting shares under the Offer this will
mean that they will make a loss. It is therefore unlikely that any of the Omega Optionholders will wish to exercise their options.
14. Disclosure of interests in Omega Shares
As of close of business on 11 December 2008 (being the latest practicable date prior to making this Announcement), the interests of the
Omega Directors (including certain persons connected with them) in Omega relevant securities, apart from options which are also disclosed
below, were as follows:
Executive Directors
Omega Shares
Francis Anthony Galvin 1,195,000
Newton Stanley Winfield 710,400
Non-Executive Directors
Robert Sydney Murray CBE FCCA 11,160,000
Prudence Margaret Leith OBE 4,425
Kevin McDonald OBE 4,425
Peter Ian Walker ACA 10,000
As of close of business on 11 December 2008, the interests of the Omega Directors in options over Omega Shares under the Omega Share
Option Scheme were as follows:
Executive directors Date Of Grant Number of Shares Exercise Earliest Date of expiry
price (p) exercise
date
Francis Galvin 21 June 2005 41,667 169 22 June 2008 21 June 2015
Newton Winfield 21 June 2005 41,667 169 22 June 2008 21 June 2015
If the exercise price of the above options continues to exceed the Offer Price when the Offer is declared wholly unconditional Francis
Galvin and Newton Winfield do not propose to exercise the above options.
15. Compulsory acquisition, cancellation of trading and re-registration
Bidco intends, assuming that it receives sufficient acceptances under the Offer to entitle it to do so and all of the other conditions
of the Offer have been satisfied or waived (if capable of being waived), to use the procedures set out in sections 979 to 982 (inclusive) of
the Companies Act 2006, to acquire compulsorily, on the same terms as the Offer, any outstanding Omega Shares in respect of which the Offer
has not been accepted.
It is also intended that, upon the Offer becoming or being declared unconditional in all respects and sufficient acceptances being
received, that Bidco will procure an application by Omega to the London Stock Exchange for the cancellation of admission to trading of Omega
Shares on AIM. If this cancellation occurs, it would significantly reduce the liquidity and marketability of any Omega Shares in respect of
which the Offer has not been accepted.
It is anticipated that cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after (a) the date
on which Bidco has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued ordinary share capital
carrying 75 per cent. of the voting rights of Omega or (b) the first date of issue of compulsory acquisition notices under section 979 of
the Companies Act 2006.
It is also intended that, following the Offer becoming or being declared unconditional in all respects and after the cancellation
referred to above becoming effective, Omega will be re-registered as a private company under the relevant provisions of the 1985 Act.
16. Anticipated timetable
Bidco will despatch the Offer Document to Shareholders and, for information only, to Omega Optionholders, and publish it on Omega's
website (www.omegaplc.co.uk), as soon as practicable.
17. General
The Bidco Directors and Topco Directors accept responsibility for the information contained in this Announcement other than information
relating to Omega, the Omega Independent Directors and members of their immediate families, related trusts and persons connected with them
(within the meaning of section 346 of the Companies Act) and other than the opinion of ING Corporate Finance contained in paragraphs 3 and 6
of this Announcement.
To the best of the knowledge and belief of the Bidco and Topco Directors (each of whom has taken all reasonable care to ensure that such
is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Omega Directors accept responsibility for the information contained in this Announcement relating to Omega, the Omega Group, the
Omega Directors and members of their immediate families and persons connected with them (within the meaning of section 346 of the Companies
Act) (save in each case for information on Bidco's future plans for Omega, the Omega Group and its management and employees).
To the best of the knowledge and belief of the Omega Directors (each of whom has taken all reasonable care to ensure that such is the
case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Omega Independent Directors accept responsibility for the recommendation of the Offer. To the best of the knowledge and belief of
the Omega Independent Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in
this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of
such information.
The availability of the Offer to Overseas Shareholders may be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. Further
details in relation to Overseas Shareholders are contained in the Offer Document.
The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to
the applicable requirements of the City Code.
Save as set out in paragraph 9, there are no agreements or arrangements to which Bidco is a party which relate to the circumstances in
which it may or may not invoke or seek to invoke a condition to the Offer.
Your attention is drawn to the further information contained in the Appendices which form part of this Announcement.
The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix I to this Announcement form part
of, and should be read in conjunction with, this Announcement.
Appendices II and III to this Announcement set out further information, including the bases and sources of information from which the
financial and other calculations used in this Announcement have been derived.
Appendix IV to this Announcement contains definitions of certain terms used in this Announcement.
In accordance with Rule 2.10 of the City Code, Omega confirms that it has 28,241,465 ordinary shares of 10 pence nominal value each in
issue.
The International Securities Identification Number (ISIN) for Omega's ordinary shares is GB00B00J0S40.
The Offer will be subject to the applicable requirements of the City Code.
This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
Enquiries:
PricewaterhouseCoopers LLP
(Financial adviser to Bidco)
Darren Bryant (Partner) Tel: +44 (0) 113 289 4569
Jonathan Raggett (Director) Tel: +44 (0) 207 583 5000
Omega
Kevin McDonald Tel: +44 (0) 140 574 3333
ING Corporate Finance Tel: +44 (0) 207 767 1000
(Rule 3 financial adviser to Omega)
Julian Briant
David DiMatteo
Cenkos Securities Tel: +44 (0) 207 397 8900
(Corporate broker to Omega)
Stephen Keys
Adrian Hargrave
Buchanan Communications Tel: +44 (0) 207 466 5000
(Financial PR adviser to Bidco)
Mark Edwards
PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidco and Topco and no-one else in connection with the Offer and will not be responsible to anyone other than Bidco and
Topco for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for providing advice in relation to the Offer, the
contents of this Announcement or any other matter described in this Announcement.
ING Corporate Finance, which is authorised by the Dutch Central Bank, is acting exclusively for Omega and no one else in relation to the
Offer and will not be responsible to anyone other than Omega for providing the protections afforded to clients of ING Corporate Finance or
for providing advice in relation to the Offer, the contents of this Announcement or any other matter described in this Announcement.
This Announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
through the Offer Document and the Form of Acceptance. Bidco intends to dispatch such documents to Omega Shareholders (and, for information
only, to Omega Optionholders) and place such advertisement shortly. The Offer Document and the Form of Acceptance will together contain the
full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document and the Form of Acceptance. The laws of relevant jurisdictions
may affect the availability of the Offer to overseas persons. Overseas persons, or persons who are subject to the laws of any jurisdiction
other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document will be available for public inspection in
the United Kingdom.
Unless otherwise determined by Bidco, the Offer will not be made, directly or indirectly, in or into the United States or by use of the
mails of, or by any means or instrumentality (including, without limitation, facsimile, internet, email or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, the United
States, nor will it be made directly or indirectly in or into Canada, Japan or any Prohibited Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or any Prohibited
Jurisdiction. Accordingly, copies of this Announcement are not being, will not be and must not be, directly or indirectly, mailed or
otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction, and
persons receiving this Announcement (including without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Japan
or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any persons (including custodians,
nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or
send this Announcement, the Offer Document, the Form of Acceptance or any related document outside the United Kingdom or to any overseas
person should seek appropriate advice before doing so. Further details in relation to Overseas Omega Shareholders will be contained in the
Offer Document.
Cautionary statement regarding forward-looking statements
This Announcement contains statements about Bidco and Omega (and their respective groups and/or subsidiary undertakings) that are or may
be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof are
forward-looking statements. Forward-looking statements include statements relating to the following (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Omega's operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on Bidco's or Omega's business. These forward-looking statements are not guarantees of future performance. They have not been
reviewed by the auditors of Bidco or of Omega. These forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different
from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will
operate in the future. You are cautioned not to place undue reliance on any forward-looking statement, which speak only as of the date they
were made. All subsequent oral or written forward-looking statements attributable to Bidco, Omega or any members of their respective groups
or any persons acting on their behalf are expressly qualified in their entirety by the Cautionary Statement above. All forward-looking statements included in this document are based on
information available to us on the date hereof. Investors should not place undue reliance on such forward-looking statements, and neither
Bidco nor Omega undertakes any obligation to publicly update or revise any forward-looking statements.
APPENDIX I
CONDITIONS TO AND FURTHER TERMS OF THE OFFER
PART A: CONDITIONS TO THE OFFER
The Offer is subject to the following conditions:
1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing
date of the Offer (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the City Code or with the consent of the
Panel, decide) in respect of not less than 90 per cent. (or such lesser percentage as Bidco may decide) of the Omega Shares to which the
Offer relates, provided that this condition will not be satisfied unless Bidco and/or any member of the Bidco Group shall have acquired or
agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, Omega Shares carrying, in aggregate, over 50 per
cent. of the voting rights then exercisable at general meetings of Omega (including for this purpose, to the extent (if any) required by the
Panel, any voting rights attaching to any Omega Shares which are unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise).
For the purposes of this condition:
(i) the expression *Omega Shares to which the Offer relates* shall be construed in accordance with section 974 to 991 of the Companies
Act 2006;
(ii) *valid acceptances* shall be deemed to have been received in respect of Omega Shares which are treated for the purposes of Section
977(1) or Sections 979(8) to 979(10) of the Companies Act 2006 as having been acquired by Bidco by virtue of acceptances of the Offer; and
(iii) Omega Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights, shall be deemed to carry the voting
rights which they will carry on issue;
2. it being established to the satisfaction of Bidco (acting reasonably) that:
2.1 neither the proposed acquisition of Omega by Bidco nor any matters or arrangements arising therefrom or related thereto will be
referred to the Competition Commission or European Commission;
2.2 it is not and will not be necessary, in order to avoid such reference to the Competition Commission or European Commission, for any
member of Bidco or any member of Omega to give undertakings to the Office of Fair Trading except where any such undertakings are on terms
which Bidco acting reasonably considers satisfactory; and
2.3 there has been no statement or intervention by the Office of Fair Trading or the Secretary of State for Business and Regulatory Reform
indicating that it is necessary or desirable for any aspect of the proposed acquisition of Omega or any matters or arrangements arising
therefrom or related thereto to be altered, amended or modified except on terms which Bidco acting reasonably considers satisfactory;
3. no Relevant Authority having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, reference
or enquiry or enacted, made or proposed any statute, regulation, rule, decision or order or required any action to be taken or information
to be provided or otherwise taken or refrained from having taken any other step or action or done any thing, and there not being outstanding
any statute, regulation, rule, decision or order, that, in any such case, would or might reasonably be expected to:
3.1 make the Offer or its implementation or the acquisition or proposed acquisition by Bidco (or any other member of the wider Bidco
Group) of any Omega Shares or control or management of Omega or any member of the wider Omega Group void, voidable, unenforceable or illegal
in or under the laws of any jurisdiction or otherwise, directly or indirectly, restrain, restrict, prohibit or delay, or impose additional
or amended conditions or obligations with respect to, or otherwise challenge or interfere with, any of the foregoing;
3.2 require, prevent, delay, restrict or affect the divestiture (or alter the terms of any proposed divestiture) by any member of the
wider Bidco Group or any member of the wider Omega Group of all or any part of their respective businesses, assets or properties or impose
any limitation on the ability of any of them to conduct or to own, use or operate all or any part of their respective businesses, assets or
properties owned by, or the use or operation of which is enjoyed by any of them, in each case would result in any of them ceasing to be able
to carry on business; a material adverse effect on the wider Bidco Group or the wider Omega Group as the case may be; or any of them being
restricted in the carrying on of its business, under any name under which it currently does so to an extent that is material in the context
of the Omega Group or the Bidco Group as the case may be;
3.3 impose any limitation on, or result in any delay in, the ability of any member of the wider Bidco Group or any member of the wider
Omega Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities
(or the equivalent) in any member of the wider Omega Group or any member of the wider Bidco Group or to exercise management or voting
control over any member of the wider Omega Group or any member of the wider Bidco Group;
3.4 require any member of the wider Bidco Group or any member of the wider Omega Group to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of any member of the wider Bidco Group or any member of the wider Omega Group or
any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, any other person, or to dispose of or
repay, or to offer to dispose of or repay, any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned
by, any member of the wider Bidco Group or any member of the wider Omega Group;
3.5 impose any material limitation on the ability of any member of the wider Bidco Group or any member of the wider Omega Group to
integrate or co-ordinate its business, or any part of it, with any business of any member of the wider Bidco Group or any member of the
wider Omega Group;
3.6 result in a material delay in the ability of any member of the wider Bidco Group, or render any member of the wider Bidco Group
unable, to acquire all or some of the Omega Shares or require or prevent a divestiture by any member of the wider Bidco Group of any such
shares; or
3.7 otherwise adversely affect materially any or all of the businesses, assets, financial or trading position or profits, prospects or
value of any member of the wider Omega Group or any member of the wider Bidco Group or the exercise of rights over shares of any company in
the wider Omega Group in a manner which is adverse to and material in the context of the wider Omega Group as a whole,
and all applicable waiting and other time periods during which any Relevant Authority could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, reference or enquiry or otherwise intervene having expired, lapsed or been terminated;
4. all necessary filings and applications having been made and all statutory or regulatory obligations in any jurisdiction having been
complied with, and all appropriate waiting or other time periods (including any extensions of such periods) under any applicable legislation
or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in connection with the Offer or the acquisition
or proposed acquisition of any Omega Shares, or of control or management of Omega (or any other member of the wider Omega Group) by Bidco
(or any other member of the wider Bidco Group), and all Relevant Authorisations reasonably deemed by Bidco (or any other member of the wider
Bidco Group acting reasonably) to be necessary or appropriate for, or in respect of, the Offer or any acquisition or proposed acquisition of
any Omega Shares, or of control or management of Omega (or any other member of the wider Omega Group), by Bidco (or any other member of the
wider Bidco Group) or to permit or enable Bidco (or any other member of the wider Bidco Group) to carry on the business of any member of the wider Omega Group having been obtained in
terms and in a form satisfactory to Bidco acting reasonably from all appropriate Relevant Authorities and from all appropriate persons,
authorities or bodies with whom any member of the wider Bidco Group or any member of the wider Omega Group has entered into contractual
arrangements, and all such Relevant Authorisations remaining in full force and effect, and there being no notice or intimation of any
intention to revoke, modify, restrict, suspend or not to renew any of them and there being no indication that the renewal costs of any
Relevant Authorisation might be materially higher than the renewal costs for the current Relevant Authorisation;
5. save as Disclosed, and save for matters of which the Management Team is aware or which have been procured directly or indirectly by the
Management Team, there being no provision of any Relevant Instrument which, in consequence of the making or implementation of the Offer, the
acquisition or proposed acquisition by any member of the wider Bidco Group of any shares in, or any change in the control or management of,
Omega or any other member of the wider Omega Group, or otherwise, provides for, or will or might reasonably be expected to result in, to an
extent which is material in the context of the wider Omega Group in each case, any of the following:
5.1 any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the wider Omega Group
being or becoming or is capable of being declared repayable immediately or earlier than its stated maturity date or the ability of any
member of the wider Omega Group to borrow monies or incur indebtedness being withdrawn, inhibited or adversely affected or is capable of
being withdrawn, inhibited or adversely affected to the extent that it is material;
5.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property,
assets or interests of any member of the wider Omega Group or any such security (whenever created, arising or having arisen) becoming
enforceable or being enforced;
5.3 any right, interest, liability, obligation or business of any member of the wider Omega Group under such Relevant Instrument (or any
related arrangement) being terminated or adversely modified or affected, or any onerous action being taken or obligation arising under such
Relevant Instrument to an extent that it is material;
5.4 the value of any member of the wider Omega Group, or the business, assets, financial or trading position or prospects of any member of
the wider Omega Group being prejudiced or adversely affected;
5.5 any asset or right (including, without limitation, intellectual property rights) or interest of, or any asset or right the use or
operation of which is enjoyed by, any member of the wider Omega Group being or falling to be disposed of other than in the ordinary course
of business, or charged, or ceasing to be available to any such member, or any right arising under which any such asset or interest or such
right will or could reasonably expected to be required to be disposed of or charged, or will or could cease to be so available;
5.6 the interest or business of any member of the wider Omega Group in or with any company, firm, body or person, or any arrangements
relating to any such interest or business, being terminated or adversely modified or affected;
5.7 any member of the wider Omega Group or any member of the wider Bidco Group being required to acquire, or to offer to acquire, any
shares or other securities or indebtedness (or the equivalent) in or of any member of the wider Omega Group or any member of the wider Bidco
Group or any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, any other person or to dispose
of or repay, or to offer to dispose of or repay, any shares or other securities or indebtedness (or the equivalent) in or of, or any asset
owned by, any member of the wider Omega Group or any member of the wider Bidco Group,
and no event having occurred which, under any provision of any Relevant Instrument, would or could reasonably be expected to result in any
of the events or circumstances referred to in sub-paragraphs 5.1 to 5.7 (inclusive), in each case to an extent which is or would be material
in the context of the wider Bidco Group;
6. save as Disclosed, and save for matters of which the Management Team is aware or which have been procured directly or indirectly by the
Management Team, since 31 December 2007 (being the date to which the latest published audited report and accounts of Omega were made up), no
member of the wider Omega Group having:
6.1 made any alteration to its memorandum or articles of association or other constitutional document which is or could reasonably be
considered to be material and save as required to implement the Offer;
6.2 recommended, declared, paid or made, or proposed the recommendation, declaration, paying or making of, any dividend, bonus issue or
other distribution, whether in cash or otherwise (other than to Omega or a wholly-owned subsidiary of Omega) and save as set out in this
Announcement;
6.3 issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class, or of securities convertible into
or exchangeable for shares, or rights, warrants or options to subscribe for or acquire, any such shares or securities or any loan capital
(other than issues to Omega or a wholly-owned subsidiary of Omega, and save for Omega Shares allotted on the exercise of any options granted
under the Omega Share Option Scheme) or redeemed, purchased, repaid or reduced, or authorised or proposed the redemption, purchase,
repayment or reduction of, or other material change to, any part of its share capital or any other securities;
6.4 (other than to Omega or a wholly-owned subsidiary of Omega) issued, authorised or proposed the issue of any debentures or securities
or incurred or, save in the ordinary course of business, incurred or increased any indebtedness or liability, actual or contingent and which
is material in the context of the wider Omega Group;
6.5 entered into, varied, implemented, or authorised, proposed or announced its intention to enter into, vary or implement, any contract,
scheme, transaction, commitment or other arrangement which is, will or would reasonably be expected to be restrictive on the business of any
member of the wider Bidco Group or any member of the wider Omega Group or which involves or will or would reasonably be expected to involve
an obligation of a loss making, long term, onerous or unusual nature or magnitude which in each case would be material in the context of the
wider Omega Group;
6.6 authorised, proposed or effected or announced its intention to propose any merger, demerger, reconstruction or amalgamation, or any
acquisition or disposal or transfer of, or the creation of any mortgage, charge or security interest or other encumbrance in respect of, any
asset or any right, title or interest in any share or asset (other than in the ordinary course of trading);
6.7 entered into, or varied (other than in respect of increases in remuneration required under the terms of the relevant agreement) the
terms of, any service contract or agreement or other arrangement with any of the directors, senior executives or senior employees of any
member of the wider Omega Group;
6.8 entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the ordinary course of business or which is of a long term,
onerous or unusual nature or magnitude which is, in any said case, material in the context of the wider Omega Group;
6.9 been unable, or threatened in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or a substantial part thereof or ceased or threatened to cease carrying on all or a substantial part
of its business;
6.10 taken or proposed any action or had any proceedings instituted, threatened or proposed for its winding-up (voluntarily or otherwise),
dissolution, striking off or reorganisation (or for any analogous proceedings or steps in any jurisdiction) (save for any such winding-up or
dissolution whilst solvent) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar or analogous
officer of all or any of its assets or revenues or for any similar or analogous matters in any jurisdiction;
6.11 waived or compromised any claim or authorised any such waiver or compromise, (other than in the ordinary course of business) which in
any case is material in the context of the wider Omega Group taken as a whole; or
6.12 agreed to enter into or entered into any commitment, agreement or arrangement, or passed any resolution or made any offer (which
remains open for acceptances), with respect to, or announced an intention to effect or to propose, any of the transactions, matters or
events referred to in this paragraph 6;
7. save as Disclosed, and save for matters of which the Management Team is aware or which have been procured directly or indirectly by the
Management Team, since 31 December 2007 (being the date to which the latest published audited report and accounts of Omega were made up):
7.1 no material adverse change having occurred in the business, assets, financial or trading position or profits, prospects of the wider
Omega Group which is material in the context of the wider Omega Group taken as a whole;
7.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of the wider Omega Group or to which any member of the wider Omega Group is a
party (whether as a claimant, defendant or otherwise), and no investigation or enquiry by, or complaint or reference to, any Relevant
Authority against or in respect of any member of the wider Omega Group, having been instituted, announced or threatened or remaining
outstanding by, against or in respect of any member of the wider Omega Group which is or would reasonably be expected to be material and
adverse in the context of the wider Omega Group taken as a whole;
7.3 no steps having been taken which will result in, or would reasonably be expected to result in, the withdrawal, cancellation,
termination or adverse modification of any licence or permit held by any member of the wider Omega Group which is or would reasonably be
expected to be material in the context of the wider Omega Group taken as a whole; and
7.4 no contingent or other liability having arisen or increased or become apparent to Bidco which would be likely adversely to affect any
member of the wider Omega Group which is material in the context of the wider Omega Group taken as a whole.
8. save as Disclosed, and save for matters of which the Management Team is aware or which have been procured directly or indirectly by the
Management Team, Bidco not having discovered any of the following matters:
8.1 that there has been any release, emission, disposal, spillage or leak of any hazardous substance or any substance likely to impair
the environment or harm human health on or about or from any property or water now or previously owned, occupied, used or controlled by any
past or present member of the wider Omega Group and, in any such case, will or would be likely to give rise to any liability (whether actual
or contingent) or cost on the part of any member of the wider Omega Group which is or is reasonably likely to be material in the context of
the wider Omega Group taken as a whole; or
8.2 that there is, or is likely to be, any obligation or liability (actual or contingent) on any member of the wider Omega Group to make
good, repair, reinstate or clean up any property or water now or previously owned, occupied, operated or used or controlled by any past or
present member of the wider Omega Group under any environmental legislation, regulation, notice, circular, order or requirement of any
Relevant Authority at a cost which is reasonably likely to be material in the context of the wider Omega Group as a whole.
In the foregoing conditions the following definitions shall apply:
(i) *Disclosed* means either:
(a) expressly contained in Omega's published report and accounts for the financial year ended 31 December 2007, or its interim announcement
of its results for the financial period ended 27 June 2008; or
(b) expressly disclosed in any other public announcement made by Omega via a RIS in the period commencing on 31 December 2007 and ending on
the Business Day immediately preceding the date of the Announcement; or
(c) otherwise fairly disclosed in writing to Bidco and/or to any member of the Management Team by or on behalf of Omega in connection with
the Offer prior to the date of the Announcement;
(ii) *Relevant Authority* means any government, government department or governmental, quasi-governmental, supranational, statutory
or regulatory body, agency or authority, or any court, tribunal, institution, investigative body, association, trade agency or professional
or environmental body or (without prejudice to the generality of the foregoing) any other person or body, in each case in any jurisdiction;
(iii) *Relevant Authorisation* means an authorisation, order, grant, recognition, confirmation, determination, consent, licence,
clearance, permission, allowance or approval;
(iv) *Relevant Instrument* means any agreement, arrangement, licence, permit, lease or other instrument or obligation to which any
member of the wider Omega Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject;
(v) *substantial interest* means, in relation to an undertaking, an interest, direct or indirect, in 20 per cent. or more of the
voting rights exercisable in relation to the undertaking or in the capital or of any class of capital of such undertaking; and
(vi) *wider Omega Group* means together Omega and all of its subsidiary undertakings, associated undertakings and any other
undertakings in which Omega and such undertakings (aggregating their interests) have a substantial interest;
(vii) "wider Bidco Group" means together Topco and Bidco; and
(viii) subject to the requirements of the Panel, Bidco reserves the right to waive all or any of the above conditions in whole or in
part, except the conditions set out in paragraph 1 above. Bidco shall be under no obligation to waive or treat as satisfied any of the other
conditions by a date earlier than the latest date specified below for the satisfaction thereof (or, if no such date is specified, the date
when the Offer, if such be the case, shall become or be declared unconditional in all respects) notwithstanding that the other conditions of
the Offer may, at an earlier date, have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that
any of such conditions may not be capable of fulfilment.
The Offer will lapse unless the conditions set out above (other than the condition set out in paragraph 1 above) are fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by Bidco to be or to remain satisfied no later than midnight on the
twenty first day after the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional
as to acceptances, or such later date as the Panel may agree.
If Bidco is required by the Panel to make an offer for Omega Shares under the provisions of Rule 9 of the City Code, Bidco may make such
alterations to any of the conditions (including, without limitation, the condition set out in paragraph 1 above) or any of the terms of the
Offer as are necessary to comply with the provisions of that Rule.
PART B: FURTHER TERMS OF THE OFFER
The formal Offer by Bidco will be subject to the terms and conditions as set out in this Appendix I and as will be set out in the Offer
Document and the accompanying Form of Acceptance, or as may be required to comply with the provisions of the City Code.
The Offer, all acceptances of the Offer and all elections in respect of it are governed by and will be construed in accordance with
English law.
The Omega Shares are to be acquired by Bidco under the Offer fully paid up and free from all liens, charges, equitable interests,
encumbrances, rights of pre*emption and other interests of any nature whatsoever and together with all rights attaching now or hereafter to
them on or after 12 December 2008, including, without limitation, voting rights and the right to receive and retain in full all dividends
(other than the interim dividend and the additional dividend referred to in the Announcement) and other distributions (if any) declared,
made or paid by Omega on or after that date.
The Offer will lapse if the Acquisition is referred to the Competition Commission in the United Kingdom before 1.00 p.m. on the first
closing date of the Offer or before the time and date on which the Offer becomes or is declared unconditional as to acceptances, whichever
is the later. If the Offer lapses, the Offer will cease to be capable of further acceptance and accepting Omega Shareholders and Bidco will
thereupon cease to be bound by any Form of Acceptance or electronic acceptance submitted before the time when the Offer lapses.
For the purpose of determining at any particular time whether the acceptance condition is satisfied Bidco is not bound (unless required
by the Panel) to take into account any Omega Shares which have been unconditionally allotted or issued or which arise as a result of the
exercise of conversion rights before the determination takes place unless Omega or its agent has given written notice to Bidco or by post to
Computershare Investor Services PLC, Corporate Actions, PO Box 82, The Pavillions, Bridgwater Road, Bristol BS99 7NH or (during normal
business hours) by hand to Computershare Investor Services PLC, PO Box 82, The Pavillions, Bridgwater Road, Bristol BS99 7NH on behalf of
Bidco containing relevant details of the allotment, issue or conversion. Notification by e*mail, facsimile or other electronic transmission
does not constitute written notice for this purpose.
Overseas shareholders
The making of the Offer in, or to Overseas Shareholders or to persons who are custodians, nominees of or trustees for Overseas
Shareholders may be prohibited or affected by the laws or regulatory requirements of the relevant jurisdiction. Such Overseas Shareholders
should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any Overseas
Shareholder wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant
jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required or
the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties or
other requisite payments due in that jurisdiction. Any such Overseas Shareholder shall be responsible for payment of any such issue,
transfer or other taxes or duties or other payments by whomsoever payable and Bidco and PricewaterhouseCoopers LLP (and any person acting on behalf of any of them) shall be fully indemnified and held
harmless by such Overseas Shareholders for any such issue, transfer or other taxes or duties or other payments which Bidco or
PricewaterhouseCoopers LLP (and any person acting on behalf of them) may be required to pay in respect of the Offer insofar as they relate
to such Overseas Shareholders.
In particular, the Offer is not being made, directly or indirectly, in or into or by use of the mails of, or by any means or
instrumentality (including, but not limited to, facsimile, e*mail or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States, Canada, Australia, Japan or
any Restricted Jurisdiction and the Offer cannot be accepted and will not be capable of acceptance by any such use, means or instrumentality
or otherwise from within the United States, Canada, Australia, Japan or any Restricted Jurisdiction.
Accordingly, copies of this Announcement, the Form of Acceptance and any related offer documents are not being (unless determined
otherwise by Bidco in its sole discretion), and must not be, mailed or otherwise distributed or sent in, into or from the United States,
Canada, Australia, Japan or any Restricted Jurisdiction including to Omega Shareholders or participants in the Omega Share Option Scheme
with registered addresses in the United States, Canada, Australia, Japan or any Restricted Jurisdiction or to persons whom Bidco or
PricewaterhouseCoopers LLP knows to be custodians, trustees or nominees holding Omega Shares for persons with addresses in the United
States, Canada, Australia or Japan.
Persons receiving those documents (including, without limitation, custodians, nominees and trustees) should not distribute, mail or send
them in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction or use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly in connection with the Offer, and so doing will invalidate any related
purported acceptance of the Offer. Persons wishing to accept the Offer must not use the United States, Canadian, Australian or Japanese
mails or the mails of any Restricted Jurisdiction or any such means, instrumentality or facility for any purpose directly or indirectly
relating to acceptance of the Offer. All Omega Shareholders (including nominees, trustees of custodians) who may have a contractual or legal
obligation, or may otherwise intend, to forward the Offer Document and/or Form of Acceptance and/or complete an Electronic Acceptance,
should read the further details in this regard which are contained in this Part B of this Appendix I before taking any action. Envelopes containing Forms of Acceptance, evidence of title or other
documents relating to the Offer should not be postmarked in the United States, Canada, Australia, Japan or any Restricted Jurisdiction or
otherwise despatched from those jurisdictions and all acceptors must provide addresses outside the United States, Canada, Australia, Japan
or any Restricted Jurisdiction for the receipt of for the return of the Forms of Acceptance.
APPENDIX II
BASES AND SOURCES OF INFORMATION
In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:
(a) historic Omega Share prices are sourced from the AIM appendix to the Daily Official List of the London Stock Exchange and
represent closing middle market prices for Omega Shares on the relevant date(s);
(b) the value of the existing issued share capital of Omega is based upon the entire issued share capital at the date of this
Announcement, namely 28,241,465 Omega Shares;
(c) references to a percentage of Omega Shares are based on the number of Omega Shares in issue as set out at paragraph (b);
(d) unless otherwise stated, the financial information relating to Omega has been extracted from its audited annual accounts for the
years ended 31 December 2006 and 31 December 2007; and
(e) information relating to Bidco has been provided by the Board of Bidco.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT
The Omega Directors who are interested in Omega Shares, have given irrevocable undertakings to Bidco to accept the Offer in respect of,
in aggregate, 11,268,850 Omega Shares representing approximately 39.90 per cent. of the existing issued share capital of Omega. These
irrevocable undertakings remain binding in the event of a competing offer being made for the entire issued and to be issued share capital of
Omega.
Bidco has also conditionally agreed to acquire pursuant to the Exchange Agreements 1,815,400 Omega Shares representing 6.43 per cent. of
the existing issued share capital of Omega.
In addition, Bidco has also received from certain Omega Shareholders, irrevocable undertakings and a letter of intent to accept the
Offer in respect of a total of 6,500,520 Omega Shares, representing approximately 23.02 per cent. of the existing issued share capital of
Omega as follows:
* Artemis Investment Management Limited (acting as investment adviser for and on behalf of Artemis UK Smaller Companies Fund and as
investment manager for and on behalf of Artemis Alpha Trust plc) has irrevocably undertaken to vote in favour of any resolution to approve
the Management Arrangements and to accept the Offer in respect of 1,763,384 Omega Shares representing approximately 6.24 per cent. of the
existing issued ordinary share capital of Omega. This irrevocable undertaking will cease to be binding if a competing offer is announced for
Omega at a price greater than or equal to 125 pence per Omega Share and Bidco fails to announce a revised offer at a price greater than or
equal to the price of the competing offer within five business days after the date the competing offer is announced;
* Axa Framlington Investment Management Limited has irrevocably undertaken to vote in favour of any resolution to approve the
Management Arrangements and to procure the acceptance of the Offer in respect of 1,410,000 Omega Shares representing approximately 4.99 per
cent of the existing issued ordinary share capital of Omega. This irrevocable undertaking will cease to be binding if a competing offer is
announced for Omega at a price greater than or equal to 125 pence per Omega Share; and
* Legal and General Investment Management has given a letter of intent to accept the Offer, and a written confirmation that they
would vote in favour of any resolution to approve Management Arranagements, in respect of 3,327,136 Omega Shares, representing approximately
11.78 per cent. of the existing issued share capital of Omega, subject to not receiving another offer to acquire such shares at a purchase
price which is greater than or equal to 125 pence per Omega Share.
APPENDIX IV
DEFINITIONS
*acting in concert* has the same meaning given by the City Code;
*Additional Dividend* the additional dividend of 2 pence per Omega Share, payable in the event the
Offer is declared unconditional in all respects;
*Alternative Investment Market* or *AIM* the market of that name operated by London Stock Exchange;
*Announcement* this Announcement made by Omega Bidco Limited under Rule 2.5 of the City Code
on 12 December 2008 regarding the proposed acquisition by Omega Bidco Limited of Omega by means of the Offer;
"Bidco Group" Omega Topco Limited and Omega Bidco Limited;
"Bidco Limited" or *Bidco* Omega Bidco Limited, a wholly owned subsidiary of Omega Topco Limited
registered in England and Wales with number 06759500;
*Bidco Directors* the directors of Omega Bidco Limited, comprising the members of the
Management Team;
*Board* or *Boards* as the context requires, the board of directors of Omega and/or the board of
directors of Bidco and the terms *Omega Board* and *Bidco Board* shall be construed accordingly;
*Business Day* a day, not being a public holiday, Saturday or Sunday, on which clearing
banks in the City of London are open for normal business;
*Canada* Canada, its provinces and territories and all areas subject to its
jurisdiction and any political sub-division thereof;
*certificated* or *in certificated form* a share or other security title to which is recorded in the relevant register
of the share or other security as being held in certificated form and which is not uncertificated form (that is not in CREST);
*Closing Price* the closing middle market quotation of a Omega Share on a particular day,
as derived from the Daily Official List;
*Code* or *City Code* The City Code on Takeovers and Mergers;
"Computershare Investor Services PLC" Receiving Agent to the Offer;
*CREST* the relevant system (as defined in the CREST Regulations) in respect of
which Euroclear is the Operator;
*Daily Official List* the Daily Official List published by the London Stock Exchange;
*DB2* or *DB2 Limited* a Guernsey incorporated company of which Robert Murray is the ultimate
beneficial owner;
*Electronic Acceptance* the inputting and settling of a TTE instruction which constitutes or is deemed
to constitute an acceptance of the Offer on the terms set out in the Offer Document;
*Euroclear* Euroclear UK & Ireland Limited, the Operator (as defined in the
Regulations of CREST);
"Exchange Agreements" the exchange agreements to be entered into between each of Francis Galvin and
Newton Winfield and Omega Bidco Limited as detailed in the subscription and shareholders agreement to be entered into between (1) DB2
Limited (2) Newton Winfield (3) Francis Galvin (4) Peter Walker (5) Omega Topco Limited and (6) Omega Bidco Limited and the put and call
option to be entered into between (1) Newton Winfield and Francis Galvin and (2) Topco Limited;
*Form of Acceptance* the form of acceptance, election and authority relating to the Offer which, in
relation to Omega Shares, held in certificated form, accompanies the Offer Document;
"Independent Directors" Prudence Margaret Leith and Kevin McDonald, directors of Omega;
"Independent Shareholders" The Omega Shareholders other than the Omega Bidco Limited Directors;
*Inducement Agreement* the inducement agreement entered into between Omega and Bidco pursuant to which
an inducement fee may be payable to Bidco by Omega in connection with the Offer on the terms set out in the agreement;
"ING Corporate Finance" The Corporate Finance Division of ING Bank N.V., London Branch;
*Japan* Japan, its cities and prefectures, its possessions and territories and
all areas subject to its jurisdiction and any political sub-division thereof;
*London Stock Exchange* London Stock Exchange plc, or its successor;
"Management Arrangements" The management arrangements set out in paragraph 6 of this Announcement;
*Management Team* the management team comprised of Robert Murray (Omega Non-Executive Chairman),
Francis Galvin (Omega Chief Executive Officer), Newton Winfield (Omega Operations Director) and Peter Walker (Omega Non-Executive
Director);
*Offer* the recommended cash offer made by Omega Bidco Limited to acquire all
of the issued and to be issued Omega Shares on the terms and subject to the conditions set out in the Offer Document and, in relation to
Omega Shares held in certificated form, the Form of Acceptance (including, where the context so requires, any subsequent revision,
variation, extension or renewal of such offer);
*Offer Document* the document containing and setting out the terms and conditions of the
Offer;
*Offer Period* the period commencing on 12 December 2008 until whichever of the
following dates shall be the latest (i) the first closing date of the Offer; and (ii) the earlier of (a) the date and time at which the
Offer becomes or is declared unconditional as to acceptances; or (b) the date and time at which the Offer lapses or is withdrawn;
*Offer Price* 108 pence per Omega Share;
*Omega* or *Company* Omega International Group PLC;
*Omega Directors* the directors of Omega;
*Omega * or *the Group* Omega and its subsidiary undertakings;
*Omega Optionholders* holders of options or awards under the Omega Share Option Scheme;
*Omega Shares* the existing issued or unconditionally allotted and fully paid (or credited as
fully paid) ordinary shares of 10 pence each in the capital of Omega and any further ordinary shares which are unconditionally allotted or
issued fully paid (or credited as fully paid) (including pursuant to the exercise of options granted under the Omega Share Option Scheme)
before the date on which the Offer ceases to be open for acceptance (or, subject to the City Code or with the consent of the Panel, by such
other date as Omega Bidco Limited may decide);
*Omega Share Option Scheme* Omega plc 2004 Employees* Share Option Scheme;
*Omega Shareholder(s)* or *Shareholder(s)* the holders of Omega Shares;
*overseas person* any person who is not resident in the United Kingdom, or who is a citizen,
resident or national of a jurisdiction outside the United Kingdom, or who is a nominee of, or custodian or trustee for, any citizen(s),
resident(s) or national(s) of any country other than the United Kingdom;
*Overseas Shareholder* an Omega Shareholder who is an overseas person;
*Panel* The Panel on Takeovers and Mergers;
*PricewaterhouseCoopers* or
*PricewaterhouseCoopers LLP" PricewaterhouseCoopers LLP, a limited liability partnership registered in England
with registered number OC303525, acting in its capacity as financial adviser to Omega Topco Limited and Omega Bidco Limited;
"Receiving Agents" Computershare Investor Services PLC;
*Regulations* or *CREST Regulations* the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
*relevant securities* as defined by the City Code;
*Restricted Jurisdiction* any jurisdiction where local law or regulations may result in a significant
risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to Omega
Shareholders in that jurisdiction;
*SIPP* self invested personal pension;
*subsidiary*, *subsidiary undertaking*,
*associated undertaking* or *undertaking* shall be construed in accordance with the Companies Act 1985;
*Topco Directors* the directors of Omega Topco Limited, being the members of the Management
Team;
*Topco Limited* Omega Topco Limited registered in England and Wales with number 06759101;
"Topco Shares" ordinary shares of �1.00 each in the capital of Omega Topco Limited;
*uncertificated* or *in uncertificated form* a share or other security title to which is recorded on the relevant register of
the share or security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may
be transferred by means of CREST;
*United Kingdom* or the *UK* the United Kingdom of Great Britain and Northern Ireland and its dependent
territories; and
*United States of America* or *United States*
or *US* the United States of America, its possessions and territories, all
areas subject to its jurisdiction or any political sub-division thereof, any state of the United States of America and the District of
Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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