Unsolicited Tender Offer

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Unsolicited Tender Offer

LPA Group Plc (the ‘Company’)

1 November 2006


The following has been extracted from a letter sent to shareholders yesterday evening.


‘Unsolicited Tender Offer’




On Thursday, 26 October, your Board received notice of a tender offer from Andrew Perloff for up to 3,095,968 shares, representing 28.39% of our issued share capital, at 25p per share.


Your Board has had no direct contact with Mr Perloff or anyone connected with him. We are concerned that he is seeking to gain effective control of your company without launching a full offer for the company. Shareholders should note that the tender offer document, issued by his adviser, John East & Partners, on behalf of Mr Perloff, includes no mention whatsoever of the reasons behind this tender offer.


Shareholders should be aware that in the interim statement published on 22 June 2006, the unaudited balance sheet as at 31 March 2006 showed equity shareholders’ funds of £6.02 million, equating to 55.2p per share.


This figure does not take into account any uplift through the revaluation of our freehold property assets. Our 1.5 acre headquarters site at Saffron Walden, for example, is located in an area zoned for residential development and is believed by the Board to be worth substantially more than its current book value.


As announced in our formal response today to the tender offer, your Board will not be accepting in respect of its shareholdings, which total 1,169,540 shares(10.73% of the issued share capital).


The Group’s financial year closed on 30 September and your Board will be writing to you again shortly to update you on current trading, and to give you more details of our forward order book.


In the meantime, I strongly urge shareholders to follow our lead and to ignore this opportunistic tender offer.


Peter Pollock Chief Executive
Stephen Brett Finance Director

Tel: 01799 512844
Tel: 01799 512860
Teather & Greenwood Limited
James Glancy
Robert Naylor
Tel: 020 7426 9000
College Hill
Gareth David
Tel: 020 7457 2020