Pre-emption Offers to Shareholders

2009-12-222010-02-202009-12-182009-12-24Companies Act 2006TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk1005981

MEARS GROUP PLC

(Company Number 3232863 )

RECOMMENDED OFFER BY MEARS GROUP PLC TO ACQUIRE ALL THE ISSUED AND TO BE ISSUED SHARE CAPITAL OF SUPPORTA PLC.

This notice is being given, pursuant to section 978(1) of the Companies Act 2006, to persons on the register at the close of business on 18 December 2009 ( Record Date ) as holders of ordinary shares of 5p each ( Ordinary Shares ) in Supporta PLC ( Company ) who have no registered address in the United Kingdom and who have not supplied an address in the United Kingdom to the Company for the service of notices on them where the service of notices on them in respect of Ordinary Shares may contravene the laws of the country or jurisdiction in which they reside ( Relevant Shareholders ).

Notice is hereby given pursuant to section 978(1) of the Companies Act 2006 to Relevant Shareholders that the following documents, being copies of the documents issued or to be issued to the holders of Ordinary Shares in connection with and constituting the offer by Mears Group PLC ( Mears ) to acquire all the issued and to be issued Ordinary Shares ( Offer ) on the basis of 0.115 of a Mears Ordinary Share of 1p ( New Mears Shares ) for each existing Ordinary Share held at the close of business on the Record Date, may be inspected at Mears’ website (www.mearsgroup.co.uk) from the date hereof until 20 February 2010:

  • a the announcement made for the purposes of Rule 2.5 of the City Code on Takeovers and Mergers on 18 December 2009;
  • b the offer document dated 22 December 2009 and addressed to holders of Ordinary Shares ( Offer Document );
  • c the equivalent document dated 22 December 2009, published in connection with the Offer ( Equivalent Document );
  • d a copy of the presentation made on 18 December 2009 by Mears to analysts and certain Supporta and Mears shareholders; and
  • e whether or not a Relevant Shareholder holds Ordinary Shares in certificated form, a form of acceptance ( Form of Acceptance ) in respect of Ordinary Shares, provided that a Form of Acceptance may not be used or downloaded by Relevant Shareholders and any Form of Acceptance received from a Relevant Shareholder will not be accepted unless he or she provides evidence to Neville Registrars at 18 Laurel Lane, Halesowen, West Midlands B63 3DA that he or she is able to give the warranties set out in paragraph (c) of Part C of Part V of the Offer Document.

Relevant Shareholders’ attention is drawn to paragraphs 5 of Part B, (c) of Part C and (c) of Part D of Part V of the Offer Document relating to overseas shareholders and their ability to accept New Mears Shares pursuant to the Offer.

By Order of the Board

Reginald Pomphrett, Company Secretary

Registered Office:

1390 Montpellier Court

Gloucester Business Park

Brockworth

Gloucester

GL3 4AH

22 December 2009

Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated by the Financial Services Authority, is acting as financial adviser to Mears in connection with the Offer. Persons reading this notice should note that, in connection with the Offer, Investec is acting exclusively for Mears and no-one else. It will not be responsible to anyone other than Mears for providing the protections afforded to customers of Investec or for advising any other person on the transactions and arrangements described in this document.

Collins Stewart Europe Limited, which is authorised and regulated by the Financial Services Authority, is acting as broker to Mears in connection with the Offer. Persons reading this notice should note that, in connection with the Offer, Collins Stewart is acting exclusively for Mears and no-one else. It will not be responsible to anyone other than Mears for providing the protections afforded to customers of Collins Stewart or for advising any other person on the transactions and arrangements described in this document

Brewin Dolphin Limited, which is authorised and regulated by the Financial Services Authority, is acting as financial adviser to Supporta in connection with the Offer. Persons reading this notice should note that, in connection with the Offer, Brewin Dolphin Limited is acting exclusively for Supporta and no one else. It will not be responsible to anyone other than Supporta for providing the protections afforded to customers of Brewin Dolphin Limited or for advising any other person on the transactions and arrangements described in this document.