OFFER FOR OPD GROUP PLC NOT FOR RELEASE, PUBLICATION OR by etssetcf

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OFFER FOR OPD GROUP PLC NOT FOR RELEASE, PUBLICATION OR

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									                                         OFFER FOR OPD GROUP PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

5 June 2009

                                           Recommended Cash Offer
                                                       by
                                           Offerco Limited (“Offerco”)
                                                       for
                                            OPD Group plc (“OPD”)

                                                Rule 8.4 disclosure
                                   Irrevocable undertakings to accept the Offer

•    Offerco received on 4 June 2009 further irrevocable undertakings to accept or procure the
     acceptance of its Offer for OPD in respect of 309,932 ordinary shares of 5p each in the
     capital of OPD (“OPD Shares”), representing approximately 1.16 per cent. of the existing
     issued ordinary share capital of OPD.

•    Details of these irrevocable undertakings are as follows:

          Name                                     Number of OPD Shares     Percentage of existing issued
                                                                                   share capital
          Kleinwort Benson (Channel
          Islands)    Pension   Trustees
          Limited as Trustee of the OPD
          Group plc Employee Share
          Trust (i)                                              189,901               0.71 %
          International Resources Group
          Limited
          Employee Benefit Trust (ii)                            120,031               0.45 %

          Total                                                  309,932               1.16 %

          Notes: (i) held through KB (CI) Nominees ESOP Account
          (ii) held through Rysaffe Trustee Company (CI) Limited

•    These irrevocable undertakings will only lapse and cease to be binding on the earlier of the
     following occurrences:

               o    The Offer Document not being posted to the OPD Shareholders within 28 days
                    (or such longer period as the Takeover Panel may agree being not more than six
                    weeks) after 27 May 2009;

               o    The Offer closing, lapsing or being withdrawn (in accordance with its terms); or



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               o    The Offer not becoming or being declared unconditional in all respects by 6.00
                    pm on 15 September 2009.

•    This announcement, the Offer Document and all other documents, announcements or
     information published in relation to the Offer by Offerco will be available on the website of
     OPD (www.opdgroup.com).

Enquiries:

Herax Partners LLP
(Acting on behalf of Offerco)


Angus MacPherson                                               +44 (0) 20 7355
                                                               9980
Andres Reig-Schmidt                                            +44 (0) 20 7355
                                                               9981

Herax Partners LLP (“Herax”), which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Offerco and no one else in connection with
the Offer and the matters referred to in this Announcement. Herax will not be responsible to any
person other than Offerco for providing the protections afforded to customers of Herax, nor for
providing advice in relation to the Offer or any other matter referred to in this Announcement.

The directors of Offerco, John Pike and Peter Hearn, accept responsibility for the information
contained in this Announcement. To the best of the knowledge and belief of the directors of
Offerco (who have 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.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly
or indirectly) in 1% or more of any class of "relevant securities" of OPD, all "dealings" in any
"relevant securities" of that company (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 3.30p.m. (London time) on the 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 acceptances, 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
OPD, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of OPD by
Offerco or by OPD, or by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the 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 Takeover
Panel's website at www.thetakeoverpanel.org.uk.

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"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 referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Takeover
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 Code, you should contact an independent financial adviser
authorised under FSMA or consult the Takeover Panel’s website or contact the Takeover Panel
on telephone number +44 (0)20 7638 0129.




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final Rule 8.4 disclosure 050609

								
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