THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or otherwise transferred all of your Ordinary Shares in Superglass Holdings plc before 8 November 2011 (being the date when the Existing Ordinary Shares were marked 'ex' entitlement to the Open Offer), please send this document and any accompanying Application Form along with the accompanying reply-paid envelope (for use within the UK only), but not any accompanying personalised Form of Proxy (and accompanying reply-paid envelope (for use within the UK only)) immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted into the United States, any other Excluded Territory or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. If you have sold or transferred part of your holding of Ordinary Shares you should immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document comprises (i) a circular prepared in compliance with Listing Rule 13 and (ii) a prospectus relating to the New Ordinary Shares prepared in accordance with the Prospectus Rules of the UK Listing Authority under Section 73A of the FSMA and has been approved by the Financial Services Authority in accordance with Section 87A of the FSMA. A copy of this document has been filed with the Financial Services Authority and been made available to the public in accordance with paragraph 3.2.1 of the Prospectus Rules.

The Existing Ordinary Shares are listed on the Official List maintained by the UK Listing Authority and traded on the main market of the London Stock Exchange. Applications have been made to the UK Listing Authority for the New Ordinary Shares to be listed on the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market of the London Stock Exchange. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 1 December 2011.

Superglass Holdings plc

(incorporated in England and Wales under the Companies Act 1985 under registered number 5423253)

Firm Placing of 37,818,196 New Ordinary Shares,

Placing and Open Offer of up to 9,454,549 New Ordinary Shares at a price of 20 pence per share,

conversion of £12.15 million of bank debt into Convertible Shares,

Share Consolidation,

and Notice of General Meeting

Your attention is drawn to the letter from the Chairman of Superglass Holdings plc which is set out in Part VII of this document. You should read the whole of this document and any documents incorporated by reference prior to making any investment decision. Your attention is drawn to the section of this document entitled "Risk Factors" for a discussion of certain factors that should be considered by investors in considering whether to make an investment in the Company.

Brewin Dolphin Limited, as sponsor, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for Superglass Holdings plc and for no one else in relation to the Issue and, apart from the responsibilities and liabilities, if any, which may be imposed on Brewin Dolphin Limited by the FSMA, will not be responsible to anyone other than Superglass Holdings plc for providing the protections afforded to clients of Brewin Dolphin Limited or for giving advice in relation to the Issue, or any other matter referred to in this document.

The latest time and date for acceptance and payment in full for the New Ordinary Shares under the Open Offer is 11.00 a.m. on 29 November 2011. The procedures for acceptance and payment are set out in Part IX of this document, and where relevant, in the Application Form.

Notice of the General Meeting of Superglass Holdings plc, to be held at 10.00 a.m. on 30 November 2011 at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London EC1A 9BD, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, please complete the Form of Proxy enclosed with this document in accordance with the instructions printed on the Form of Proxy and return it to Capita Registrars by no later than 10.00 a.m. on 28 November 2011 in order to be valid. Completion and return of the Form of Proxy will not preclude you from attending and voting at the General Meeting should you so wish.

This document does not constitute or form part of an offer to sell or issue, or the solicitation of an offer to subscribe for or buy, any New Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular and subject to certain exceptions, is not for distribution or publication in or into the Excluded Territories. The New Ordinary Shares are being offered and sold outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements in Regulation S ("Regulation S") promulgated under the US Securities Act of 1933, as amended (the "US Securities Act").

The New Ordinary Shares have not been and will not be registered under the US Securities Act with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

The New Ordinary Shares have not been and will not be registered under the applicable securities laws of any of the Excluded Territories and, subject to certain exceptions, the New Ordinary Shares may not be offered or sold in the Excluded Territories or to, or for the account or benefit of, any resident of the Excluded Territories. There will be no public offer of securities in the Excluded Territories.

The New Ordinary Shares offered by this document have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any other federal or state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of New Ordinary Shares or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This document is being sent to Shareholders with registered addresses in the Excluded Territories for information only in connection with the General Meeting. Shareholders with registered addresses (or who are otherwise located) in the Excluded Territories will not be sent an Application Form.

Qualifying non-CREST Shareholders will find an Application Form enclosed with this document. Qualifying CREST Shareholders (none of whom will receive an Application Form) will receive a credit to their appropriate stock accounts in CREST in respect of the Open Offer Entitlement which will be enabled for settlement on 8 November 2011.

Applications under the Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim arising out of the sale or transfer of Existing Ordinary Shares prior to the date on which the relevant Existing Ordinary Shares are marked "ex" the entitlement by the London Stock Exchange. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purposes of calculating entitlements under the Open Offer.

If the Open Offer Entitlement is for any reason not enabled by 8 November 2011 or such later time and/or date as the Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlement credited to its stock account in CREST. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer. The Application Form is personal to Qualifying non-CREST Shareholders and cannot be transferred, sold, or assigned except to satisfy bona fide market claims.

		Page
PART I	SUMMARY INFORMATION	4
PART II	RISK FACTORS	10
PART III	DIRECTORS, COMPANY SECRETARY AND ADVISERS	15
PART IV	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	16
PART V	FIRM PLACING, PLACING AND OPEN OFFER STATISTICS	17
PART VI	IMPORTANT INFORMATION	18
PART VII	LETTER FROM THE CHAIRMAN OF SUPERGLASS	21
PART VIII	REPORT BY INDEPENDENT CONSULTANTS, CM PROJECTS	38
PART IX	QUESTIONS AND ANSWERS ABOUT THE FIRM PLACING, PLACING AND OPEN OFFER	46
PART X	THE OFFER	53
PART XI	INFORMATION ON SUPERGLASS	72
	1. FINANCIAL INFORMATION	72
	2. OPERATING AND FINANCIAL REVIEW	72
	3. CAPITAL RESOURCES	84
	4. CAPITALISATION AND INDEBTEDNESS	86
	5. UNAUDITED PRO FORMA STATEMENT OF NET ASSETS	87
	6. INDEPENDENT REPORTING ACCOUNTANT'S REPORT ON PRO FORMA STATEMENT	89
PART XII	INFORMATION CONCERNING THE NEW ORDINARY SHARES	91
PART XIII	PROFIT ESTIMATE	93
PART XIV	ADDITIONAL INFORMATION	96
DEFINITIONS		146
	CHECKLIST OF DOCUMENTATION INCORPORATED BY REFERENCE	152
	NOTICE OF GENERAL MEETING	153

PART I

SUMMARY INFORMATION

This summary should be read and construed solely as an introduction to, and in conjunction with, the full text of this document. Any investment decision relating to the Firm Placing, Placing and Open Offer should be based on consideration of the Prospectus as a whole (including the documents incorporated by reference). Potential investors should not just rely on the information in this summary. Where a claim relating to the information contained in the Prospectus is brought before a court in a member state of the European Economic Area (an "EEA State"), the claimant may, under the national legislation of the EEA State where the claim is brought, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary, including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus.

1. Introduction

Superglass announced on 7 November 2011 that the Company proposes to raise in aggregate approximately £9.5 million (approximately £8.0 million net of expenses) by way of a Firm Placing of 37,818,196 New Ordinary Shares to certain new and existing institutional investors and a Placing and Open Offer of 9,454,549 New Ordinary Shares, representing in aggregate 94.2 per cent. of the Enlarged Share Capital at an Issue Price of 20 pence per share. Brewin Dolphin has placed firm the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. Brewin Dolphin has conditionally pre-placed all of the Open Offer Shares with institutional investors on behalf of the Company at the Issue Price, subject to clawback by Qualifying Shareholders in order to satisfy valid applications under the Open Offer.

2. Background to and reasons for the Issue

Superglass has faced a combination of exceptional operational and trading challenges during the past eighteen months, including a major failure to one of the Group's furnaces in June 2010; volatility in CERTrelated product volumes with a significant cumulative shortfall in activity within this despite the utility companies requiring to achieve mandatory Government targets by the end of December 2012; as well as a damaging combination of weak market demand and significant inflationary pressure on input prices.

The Group entered the current financial period with net debt of approximately £18 million and the combined effect of the factors above has been to undermine the Group's ability to meet the repayment obligations and to operate within the financial covenants set out within its existing borrowing facilities.

In response to these external pressures, the Board determined that in order to survive in the short term and restore profitability in the medium term, the Company needed to increase its operating efficiency significantly. By June 2011, with the help of consultancy firm CM Projects, the Board had identified measures which could be taken to improve the Group's competitiveness if sufficient funding was available. The Directors also concluded that, in the absence of a sustained improvement in CERT-related activity, and resultant profitability and cash-generation, it was clear that the Company's then current debt burden and facility structure did not provide the necessary headroom to permit capital investment.

On 5 September 2011, the Company announced that it had agreed a further temporary and conditional relaxation and amendment to its facility structure with Clydesdale Bank, being (i) the deferment until 31 October 2011 of the capital repayment that would otherwise have been due on 31 August 2011; and (ii) a waiver of the requirement to test the financial covenants as at 31 August 2011 contained in the Company's existing facility agreement with Clydesdale Bank. At the same time, the Company announced that it had reached agreement in principle on headline terms for addressing the debt component of a capital restructuring, which it was intended should incorporate a substantial equity issue, and would enable the Company to invest in its plant to drive significant operating efficiency gains.

The Proposals set out within this document will reduce significantly the Company's debt burden (residual core debt following completion of the Proposals will be approximately £5.1 million) whilst strengthening the Company's capital base through the issue of New Ordinary Shares; to normalise the Company's working capital position by providing the necessary cash to normalise settlement terms with both customers and suppliers; and to enable the Company to implement a programme of capital expenditure improvements which have been identified by the Board as offering the optimal return on investment for the Company.

The restructuring of the Group's borrowings will include:

the conversion of £12.15 million of the current outstanding core borrowings of the Group from Clydesdale Bank into a total of 14,985,748 Convertible Shares which, subject to certain conditions, will have rights of conversion into ordinary shares in the capital of the Company. The Convertible Shares will comprise two tranches of shares, both of which will be issued on (and subject to) Admission. The first tranche will comprise the number of Convertible Shares which represents 12 per cent. of the entire issued share capital of the Company immediately following Admission (the "First Tranche Shares"), while the second tranche will comprise the number of Convertible Shares which, when aggregated with the number of First Tranche Shares, results in Clydesdale Bank holding an aggregate of 23 per cent. of the total issued share capital of the Company (calculated by reference to the issued share capital of the Company on Admission and on the basis of the First Tranche Shares having been converted in full on Admission) (the "Second Tranche Shares"). If, between the second and twelfth anniversary following Admission, the Company's average ordinary share price is, for a period of at least 20 consecutive days, greater than or equal to 70 pence (on the basis of the Share Consolidation having occurred), the First Tranche Shares may be converted in full at that time. If, between the second and twelfth anniversary following Admission, the Company's average ordinary share price is, for a period of at least 20 consecutive days, greater than or equal to 90 pence (on the basis of the Share Consolidation having occurred), the Second Tranche Shares may be converted in full at that time. Since all of the Convertible Shares will be subscribed for at Admission, no further subscription monies will be payable on conversion of such shares; and
the amendment and restatement of the terms under which the residual core borrowings of £5.1 million are to be serviced and repaid.

In conjunction with the Proposals, the Company has submitted an RSA grant application to Scottish Enterprise requesting financial support of approximately £2 million. The RSA appraisal team has carried out an evaluation of the grant application and the Board understands it will put forward a proposal to the Scottish Enterprise grant executive for a grant award of between £1.6 million and £2 million to be made to the Company.

3. Use of proceeds

The proceeds of the Firm Placing, Placing and Open Offer of approximately £9.5 million and expected RSA grant funding of between £1.6 million and £2 million, which the Company has applied for will be used to fund the Company's planned capital expenditure programme, to normalise the Company's working capital position, to provide additional working capital headroom, and to settle fees and expenses incurred in connection with the Proposals,

The use of proceeds of the Issue is set out below:

Use of proceeds £m	£m
Working capital (including normalisation of current working capital
balances)	3.06
Capital expenditure programme (gross cost) 6.50
Less expected grant funding (1.60)*
Capital expenditure funded through equity issue	4.90
Fees and expenses	1.50 1111
Total	9.46 3333

* Minimum expected award

Any grant funding received by the Company from Scottish Enterprise will be applied towards the Company's planned capital expenditure programme and, to the extent that it exceeds the minimum expected award of £1.6 million, will provide additional headroom for the Company.

4. Information on Superglass

Superglass is a leading independent glasswool insulation solutions provider based in the UK. The Company engages in the manufacture and sale of insulation materials in the UK and Irish markets. Superglass manufactures insulation products for roofs and ceilings, external walls, ground floors, party walls, profiled metal clad buildings, cavity fire barriers, blown cavity insulation and separating internal floors. Superglass primarily retails thermal and acoustic mineral wool products to customers within the construction industry.

5. Current trading and prospects

On 5 September 2011, the Board announced that Superglass's sales volumes were ahead of forecast in cured products, compensating for continuing underperformance in CERT-related blowing wool product lines. As a result, output in non-CERT-dependent product lines was running at close to full capacity.

The statement also noted that product mix, market weakness and cost pressures were all continuing to affect margins and that, as a result, the Board's expectations as to underlying trading performance for the financial year ended 31 August 2011 were slightly reduced from the previous trading update statement of 22 June 2011.

Since that date, there has been no material change in demand for the Group's products, nor in the trends referred to above.

Looking forward a substantial increase in energy suppliers' activity is now required to achieve the Government's mandatory CERT targets before the expiry of CERT in December 2012. This provides some grounds for optimism in the short term.

6. Information on the Issue

The Issue consists of the Firm Placing of 37,818,196 New Ordinary Shares (representing 75.4 per cent. of the Enlarged Share Capital) and a Placing and Open Offer of 9,454,549 New Ordinary Shares (representing 18.8 per cent. of the Enlarged Share Capital) through which Qualifying Shareholders can subscribe for Open Offer Shares on the basis of 62 Open Offer Shares for every 380 Existing Ordinary Shares held.

Brewin Dolphin, as agent for the Company, has conditionally placed the Open Offer Shares with institutional investors at the Issue Price, subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer.

The New Ordinary Shares are being issued at a discount of 52.9 per cent. to the Closing Price of 2.125 pence per Ordinary Share (the Closing Price being prior to the Share Consolidation described in paragraph 9 of Part VII of this document) of the Company on 4 November 2011.

The Issue is conditional, inter alia, upon the following:

i. the passing of the Resolutions at the General Meeting, further details of which are set out in the Notice of General Meeting at the end of this document;
ii. Admission becoming effective on or before 8.00 a.m. on 1 December 2011 (or such later date and/or time as the Company and Brewin Dolphin may agree, being no later than 8.00 a.m. on 22 December 2011);
iii. the Placing Agreement having become unconditional in all other respects and not having been terminated in accordance with its terms prior to Admission; and
iv. the Company being satisfied that the terms and quantum of the RSA grant are appropriate with respect to its funding requirements and Clydesdale Bank being satisfied with the terms and quantum and Brewin Dolphin being satisfied with the quantum of the grant.

While the Board anticipates that a grant award will be formally approved at a meeting of the Scottish Enterprise grant executive scheduled to take place on 8 November 2011, it is not aware of the detailed terms which would attach to any such grant, nor can the Directors formulate a reasonable expectation of such detailed terms.

Once the outcome of the grant application is known and Clydesdale Bank, Brewin Dolphin and the Company have formulated an initial assessment of the suitability of the grant (if awarded), a supplementary prospectus will be published in order to provide an update on the position at that time.

7. Share Consolidation

The Company intends to undertake a share consolidation such that the Existing Ordinary Shares will be consolidated into Post-Consolidation Ordinary Shares on a twenty for one basis. The effect of the Share Consolidation will be to reduce the total number of Ordinary Shares in issue prior to Admission.

8. Importance of the Vote

The Company does not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

The Proposals are conditional upon, inter alia, the passing of the Resolutions at the General Meeting. In the event that the Firm Placing, Placing and Open Offer does not complete then the Company will be unable to undertake its recommended capital expenditure programme, nor will it have available cash resources to normalise its working capital position.

The temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011 and, in contemplation of the Proposals, the bank subsequently agreed further temporary and conditional relaxations and amendments which will expire on 30 November 2011 unless, inter alia, the Issue and Proposals complete on or before that date.

In the event that the relevant Shareholder approvals for the Proposals are not granted on or before 30 November 2011, being the date the current temporary and conditional relaxations to the Company's banking facilities are due to expire, then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities.

On the satisfaction of all of the conditions relating to the award of the grant by the relevant dates (and completion of the Firm Placing and Placing and Open Offer on or before 30 November 2011), the New Facilities Agreement becomes unconditional. Taking into account the proceeds of the Firm Placing and Placing and Open Offer and the New Facilities Agreement, the Group will have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

In the event that the Firm Placing and Placing and Open Offer fails to complete then the Company will be unable to undertake its recommended capital expenditure programme, nor will it have available cash resources to normalise its working capital position.

The temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011, and the current temporary and conditional relaxations and amendments (described above) will expire on 30 November 2011 unless the Issue and Proposals complete on or before that date (assuming that Clydesdale Bank has received satisfactory evidence that the RSA grant has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree), and subject to Brewin Dolphin being satisfied with the quantum of such grant by 14 November 2011 and Clydesdale Bank has received a copy of a formal award of such grant in a satisfactory form by 21 November 2011, failing which the relaxations and amendments to the existing facility structure will cease to have effect on the relevant date). If the Firm Placing and Placing and Open Offer completes by 30 November 2011 and Clydesdale Bank's requirements with respect to the grant are met, then the New Facilities Agreement will become unconditional.

Should the Firm Placing, Placing and Open Offer not complete (but assuming the RSA grant is awarded in an amount of at least £1.6 million, or such lesser amount as the Company and Clydesdale Bank may agree) and subject to Brewin Dolphin being satisfied with the quantum of such grant and the conditions relating to Clydesdale Bank's satisfaction with the quantum and terms of such grant being met by the relevant dates as described above), then based on forecast trading and the Company's working capital position at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 30 November 2011 when the current temporary and conditional relaxations to the Company's banking facilities granted by Clydesdale Bank are due to expire, with the reason for the shortfall being the £0.8 million repayment (deferred since 31 August 2011) and the quarterly loan payment of £1.02 million (due on 30 November 2011) totalling £1.8 million falling due to Clydesdale Bank on that date.

In the event that the relevant Shareholder approvals for the Proposals are not granted on or before 30 November 2011 (being the date the most recent relaxations to the Company's banking facilities are due to expire), then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities.

Irrespective of the outcome of any subsequent negotiations with Clydesdale Bank, it is unlikely that Shareholders would receive any return of value in respect of their shareholdings in the Company whether through a formal insolvency process, an equity refinancing (which is likely to result in a severe dilution of Shareholders' interests in the Company) or otherwise.

The Board believes that if the Firm Placing, Placing and Open Offer complete, the strengthened capital base will provide the Group with necessary capital to execute the proposed restructuring and therefore benefit from improved market share within the Company's existing market place and capitalise on forecast growth due to structural changes in energy conservation.

For this reason, the Board recommends all shareholders to vote in favour of the Resolutions.

9. Summary of Risk factors

Shareholders should carefully consider the following non-exhaustive risks:

Risk relating to Superglass and the Group

l If the Resolutions are not passed at the GM and the Issue does not proceed, the Group will not have sufficient working capital for its purposes and will be obliged to consider whether to cease trading
l Future market conditions may be less favourable than the Directors expect
l There may be excess glass wool manufacturing capacity in the UK in the future, resulting in more competitive market conditions
l Superglass derives a high proportion of its sales from a small number of key customers
l The Group derives all its sales from one type of product
l The Group operates from a single manufacturing site
l The Group's operations could be adversely affected if it is unable to maintain a co-operative relationship with Glass Inc., a supplier of key technology
l The Group's operations expose it to the risk of health and safety and environmental liabilities
l The supply of energy may be subject to disruption or price fluctuation
l The Group's continued success depends on the future services and performance of key executives and personnel

Risk factors relating to the issue

l The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which will be out of the Group's control
l Holders of the Existing Ordinary Shares will experience a dilution of their shareholding as a result of the Issue

PART II

RISK FACTORS

Prior to making any decision to subscribe for any of the New Ordinary Shares, investors should carefully consider all information contained in this document (including information incorporated herein by reference) and the risks attaching to making an investment in the Company. The Directors believe that the risks set out below are those that would have a material impact on the Group and its businesses. Additional risks and uncertainties not presently known to the Directors, or that the Directors currently consider to be immaterial, may also have an adverse affect on the businesses, financial condition, capital resources, results and/or future operations of the Group.

The Group's businesses, financial condition, capital resources, results and/or future operations could be materially and adversely affected by any of the risks described below. In such case the market price of the Ordinary Shares could decline and investors may lose some or all of their investment. Investors should carefully consider whether an investment in the Company is suitable for them in light of the information in this document (including any information incorporated by reference) and the financial resources available to them. References in this Part II to the Company include references to all Group Companies.

GENERAL RISKS

An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result from the investment. A prospective investor should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Investment in the Company should not be regarded as short-term in nature.

There can be no guarantee that any appreciation in the value of the Company's Ordinary Shares will occur or that the commercial objectives of the Company will be achieved. Investors may not get back the full amount initially invested. The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future. Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect equity investments in general and the Group's prospects in particular.

RISKS RELATING TO THE GROUP AND ITS BUSINESS

The Company believes that the Group does not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

As the Firm Placing, Placing and Open Offer, and New Facilities Agreement are conditional on the Company being satisfied that the terms and quantum of the RSA grant (described in paragraph 2 of Part VII of this document) (if awarded) are appropriate with respect to its funding requirements and on Clydesdale Bank being satisfied with the terms and quantum and Brewin Dolphin being satisfied with the quantum of the grant (if awarded), the Company cannot take into account either the proceeds of the proposed Placing, Firm Placing and Open Offer or the New Facilities Agreement when determining its sufficiency of working capital.

While the Board anticipates that a grant award will be formally approved at a meeting of the Scottish Enterprise grant executive scheduled to take place on 8 November 2011, it cannot anticipate what the detailed terms of the grant may be, nor can the Directors formulate a reasonable expectation of such detailed terms. However, the Directors understand from discussions with the Scottish Enterprise grant executive that the terms and conditions are likely to relate to, inter alia, the amount of funding raised by the Issue and the amount of capital expenditure.

As the detailed terms of the grant are unknown, the Company, Brewin Dolphin and Clydesdale Bank cannot state comprehensive criteria against which they would evaluate the suitability of the grant (if awarded) for the purposes of the conditions of the Issue described in paragraph 1 of Part VII of this document. However, the Company is presently aware that Clydesdale Bank will require satisfactory evidence that the RSA grant described in paragraph 2 of Part VII has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree) by 14 November 2011 and to receive a copy of material formally awarding such grant (in a form satisfactory to the bank) by 21 November 2011 and that Brewin Dolphin will need to be satisfied with the quantum of such grant.

Given the uncertainty surrounding the terms of the grant and the inability to state comprehensive criteria against which the grant shall be assessed by the Company, Clydesdale Bank or Brewin Dolphin, the Directors cannot at this time give an indication of whether or not the criteria will be met.

If the grant is not approved

Should Clydesdale Bank not receive satisfactory evidence that the RSA grant has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree and subject to Brewin Dolphin being satisfied with the quantum of such grant) by 14 November 2011 or receive a copy of material formally awarding such grant (in a form satisfactory to the bank) by 21 November 2011, then the current temporary and conditional relaxations and amendments to the Company's facility structure with Clydesdale Bank (further details of which are set out in paragraph 2 of Part VII of this document) will expire on 14 November 2011 or 21 November 2011 (respectively).

If the RSA grant is not approved (as discussed above) by 14 November 2011, then based on forecast trading and the Company's working capital position at that time, the Directors expect that the Company will exceed its overdraft facility by £1.1 million on 14 November 2011 as a result of the deferral of the £0.8 million repayment originally due to Clydesdale Bank on 31 August 2011 falling due.

If Clydesdale Bank does not receive material satisfactory to it formally awarding the grant to the Company (as discussed above) by 21 November 2011, then based on forecast trading and the Company's working capital at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 21 November 2011, as a result of the deferral of the £0.8 million repayment to the bank originally due on 31 August 2011 falling due to Clydesdale Bank and trading in the period.

In the event that the grant is not awarded, or in the event that the grant is awarded on terms unacceptable to the bank and, irrespective of the outcome of any subsequent negotiations with Clydesdale Bank, it is unlikely that Shareholders would receive any return of value in respect of their shareholding in the Company, whether through a formal insolvency process, an equity refinancing (which is likely to result in a severe dilution of Shareholders' interests in the Company) or otherwise.

If the grant is approved

On the satisfaction of all of the conditions relating to the award of the grant described above by the relevant dates (and completion of the Firm Placing and Placing and Open Offer on or before 30 November 2011), the New Facilities Agreement will become unconditional. Taking into account the proceeds of the Firm Placing and Placing and Open Offer and the New Facilities Agreement, the Group will have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

The temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011, and the current temporary and conditional relaxations and amendments (described in paragraph 2 of Part VII of this document) will expire on 30 November 2011 unless the Issue and Proposals complete on or before that date (assuming that the bank has received satisfactory evidence that the RSA grant described in paragraph 2 of Part VII has been approved in an amount of not less than £1.6 million by 14 November 2011, Clydesdale Bank having received a copy of a formal award of such grant in a form satisfactory to the bank by 21 November 2011, failing which the relaxations and amendments to the existing facility structure will cease to have effect on the relevant date). If the Firm Placing and Placing and Open Offer completes by 30 November 2011 and Clydesdale Bank's requirements with respect to the grant are met, then the New Facilities Agreement will become unconditional.

Should the Firm Placing, Placing and Open Offer not complete (but assuming the RSA grant is awarded in an amount of at least £1.6 million, or such lesser amount as the Company and Clydesdale Bank may agree) and subject to Brewin Dolphin being satisfied with the quantum of such grant and the conditions relating to Clydesdale Bank's satisfaction with the quantum and terms of such grant are met by the relevant dates (as described above), then based on forecast trading and the Company's working capital position at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 30 November 2011 when the current temporary and conditional relations and amendments granted by Clydesdale Bank are due to expire. The reasons for this shortfall would be the £0.8 million repayment (deferred since 31 August 2011) and the quarterly loan payment of £1.02 million (due on 30 November 2011) totalling £1.8 million falling due to Clydesdale Bank on this day.

In the event that the relevant Shareholder approvals for the Proposals (as described in paragraph 14 of Part VII of this document) are not granted on or before 30 November 2011 (being the date the current temporary conditional relaxations and amendments to the Company's banking facilities are due to expire), then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities. In those circumstances, irrespective of the outcome of any subsequent negotiations with Clydesdale Bank, it is unlikely that Shareholders would receive any return of value in respect of their shareholdings in the Company, whether through a formal insolvency process, an equity refinancing (which is likely to result in a severe dilution of Shareholders' interests in the Company) or otherwise.

The Board believes that if the Firm Placing, Placing and Open Offer complete, the strengthened capital base will provide the Group with necessary capital to execute the proposed capital expenditure program (as described in paragraph 5 of Part VII of this document with a view to benefitting from improved market share within the Company's existing market place and capitalising on forecast growth due to structural changes in energy conservation.

Future market conditions may be less favourable than the Directors expect

The Directors expect that Government led initiatives aimed at improving the energy efficiency of residential, commercial and industrial buildings, together with changes to UK building regulations, will be of continuing importance in underpinning the Group's markets for the foreseeable future. In the event that these initiatives do not proceed in the form anticipated by the Directors, the Group's sales volumes and trading prospects may be adversely affected.

There may be excess glass wool manufacturing capacity in the UK in the future, resulting in more competitive market conditions

In the event that future market demand does not grow in accordance with the Directors' expectations or available UK glass wool manufacturing capacity increases more rapidly than they currently anticipate due, for example, to new market entrants, there may be an excess supply of product in the domestic market. Such a situation could create downward pressure on selling prices.

Superglass derives a significant proportion of its sales from a small number of key customers

In the financial year ended 31 August 2011, approximately 78 per cent. of the Group's total turnover was derived from ten major customers. In the event that orders placed by these key customers fall below the Directors' expectations in the future or that the Group's contracts with these key customers are renewed on less favourable terms or terminated, the Group's prospects and financial performance may be adversely affected, although the risk of material loss of sales volume is mitigated by the decentralised nature of the Group's key trading relationships and related purchasing decision making.

The Group derives all its sales from one type of product

Unfavourable publicity or other adverse reputational factors concerning the Group and its products, as well as a reduction in demand for this type of product or new products entering the market could damage customer goodwill and the Group's market position.

The Group operates from a single manufacturing site

The Group produces glass wool insulation at a single manufacturing site in Stirling, Scotland. In the event of a prolonged interruption to production at this site, Superglass would not have the ability to transfer its manufacturing activities to other facilities and may not be able to meet the demand for its products from customers and prospective customers, potentially eroding its market position.

The Group's operations could be adversely affected if it is unable to maintain a co-operative relationship with Glass Inc., a supplier of key technology

The Group has a long term agreement with Glass Inc. for the use of certain fiberising technology and knowhow. Additionally, the Group purchases fiberising equipment from Glass Inc. that is used in the production process; Glass Inc. is the exclusive supplier of this equipment. In the event that the technology or fiberising equipment ceased to be available to Superglass in the required form, there could be a material adverse effect on its ability to trade and therefore on the financial performance and prospects of the Group until alternative manufacturing arrangements could be implemented.

There is no certainty that the Group can optimise all of the efficiency improvements envisaged without Glass Inc's co-operation and agreement.

Infrastructure limitations

The Group relies on the uninterrupted operation of its IT, manufacturing and other systems for the proper running of its commercial operations. Any significant breakdown of, or disruption to, these systems could have an adverse effect on production or the effective control of its commercial operations and risks. This could have a material adverse effect on the Group's business, financial performance and prospects.

The Group's operations expose it to the risk of health and safety and environmental liabilities

It is the policy of the Group to ensure that its employees work in as safe an environment as possible and that the risk and incidence of industrial accident or injury is minimised. Nevertheless, there are certain hazards associated with its manufacturing activities. The Group has actively promoted health and safety in the work place in recent years and seeks to actively comply with its health and safety regulations. However, future occurrences could result in financial liabilities or penalties or a prolonged suspension of production.

The Group strives to comply with current environmental legislation. Future changes to environmental law may require the Group to adopt alternative and less efficient or more costly production processes and were the Group to infringe environmental legislation that could result in prolonged suspension of manufacturing operations and possible financial liabilities or penalties.

The supply of energy may be subject to disruption or price fluctuation

Gas and electricity supplies are required for the operation of the Group's plant and production processes. Whilst the Group has entered into purchasing agreements that provide non-interruptible energy supplies and an element of price stability in the short term, increasing energy costs in particular may impact on trading margins if they cannot be passed on to customers. However, the Company aims to mitigate short term fluctuations in energy prices through a progressive hedging policy.

The Group's continued success depends on the future services and performance of key executives and personnel

The Group depends on the continued service of its senior management, including its executive Directors and senior management team. The executive Directors and senior managers have significant industry and operational experience that is of key importance to the Group's business. Superglass has entered into service agreements with each of these individuals, but the retention of their services cannot be guaranteed. If the Group lost or suffered an interruption in the services of any of its executive Directors or of a number of its senior managers, or if it was unable to continue to attract or develop new senior management with appropriate skills, the Group's financial performance and prospects may be adversely affected.

RISK FACTORS RELATING TO THE ISSUE

The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which will be out of the Group's control

The share price of publicly traded companies can be highly volatile. The price at which the Ordinary Shares may be quoted and the price which Shareholders may realise for their Ordinary Shares will be influenced by a large number of factors, some specific to the Group and its operations and some which may affect the industry as a whole or quoted companies generally. These factors include those referred to within this section entitled "Risk Factors", as well as the Group's financial performance, the Convertible Shares being converted into Post-Consolidation Ordinary Shares and sold in the market, stock market fluctuations and general economic conditions. Share price volatility arising from such factors may adversely affect the value of an investment in the Ordinary Shares.

Holders of Existing Ordinary Shares will experience a dilution of their shareholding as a result of the Issue

Even if an Existing Shareholder takes up their full entitlement under the Issue, their proportionate ownership and voting interests in the Company will be diluted by up to 75.4 per cent.

Furthermore, to the extent that an Existing Shareholder does not take up any of their entitlement under the Issue, their proportionate ownership and voting interests in the Company will be diluted by up to 94.2 per cent.

PART III

DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors

Alexander John McLeod Chief Executive Timothy Stuart Ross Non-Executive Chairman David McLaren Gray Non-Executive Director

Registered Office

Eversheds House 70 Great Bridgewater Street Manchester M1 5ES

Head Office

6 Thistle Industrial Estate Kerse Road Stirling FK7 7QQ

Financial Adviser and Sponsor to the Company

Brewin Dolphin Limited 7 Drumsheugh Gardens Edinburgh EH3 7QH

Auditors to the Company

KPMG Audit Plc 191 West George Street Glasgow G2 2LJ

Legal adviser to the Company

Maclay Murray & Spens LLP 1 George Square Glasgow G2 1AL

Registrar

Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Receiving Agent

Capita Registrars Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Legal Adviser to the Sponsor

Burness LLP 50 Lothian Road Festival Square Edinburgh EH3 9WJ

Anthony Kirkbright Finance Director and Company Secretary David James Buchanan Shearer Senior Independent Non-Executive Director

PART IV

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Open Offer Record Date	close of business on 2 November 2011
Announcement of the Issue and posting of Prospectus and Application Forms	7 November 2011
Ex entitlement date for the Open Offer	8 November 2011
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	As soon as possible after 8.00 a.m. on 8 November 2011
Recommended latest time for requesting withdrawal of Open Offer Entitlements	4.30 p.m on 23 November 2011
Latest time for depositing Open Offer Entitlements	3.00 p.m. on 24 November 2011
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 25 November 2011
Latest time and date for receipt of Forms of Proxy for use at the General Meeting	10.00 a.m. on 28 November 2011
Latest time and date for receipt of completed Application Forms, and payment in full under the Open Offer and

settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 29 November 2011
General Meeting	10.00 a.m. on 30 November 2011
Share Consolidation Record Date	close of business on 30 November 2011
Expected date for CREST accounts to be credited as a result of the Share Consolidation	1 December 2011
Admission and commencement of dealings in New Ordinary Shares	8.00 a.m. on 1 December 2011
CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form	1 December 2011
Despatch of new certificates in respect of Existing Shares as a result of the Share Consolidation	12 December 2011

If you have any queries on the procedures for application under the Open Offer, you should contact the Receiving Agents, Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or by telephone on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service network extras. Lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Issue nor give any financial, legal or tax advice.

All times are London times and each of the times and dates are subject to change.

PART V

FIRM PLACING, PLACING AND OPEN OFFER STATISTICS

Number of Existing Ordinary Shares in issue as at the date of this document	57,938,728
Number of New Ordinary Shares to be issued by the Company pursuant to the Issue 1	47,272,745
Number of New Ordinary Shares in issue immediately following Admission 1	50,169,681
New Ordinary Shares as a percentage of the Enlarged Share Capital immediately following Admission1	94.2 per cent.
Number of Firm Placing Shares to be issued by the Company pursuant to the Firm Placing	37,818,196
Number of Open Offer Shares to be issued by the Company pursuant to the Open Offer	Up to 9,454,549
Number of Placing Shares to be issued by the Company pursuant to the Placing	Up to 9,454,549
Number of Convertible Shares to be issued by the Company pursuant to the Proposals	14,985,748
Basis of Open Offer	62 Open Offer Shares for every 380 Existing Ordinary Share
Issue Price per New Ordinary Share	20 pence
Estimated net proceeds of the Firm Placing, Placing and Open Offer receivable by the Company after expenses	£8.0 million
Estimated expenses of the Issue	£1.5 million

1. On the assumption that no further Ordinary Shares are issued as a result of the exercise of any options under the Share Option Schemes between the posting of this document and the closing of the Issue.

PART VI

IMPORTANT INFORMATION

1. Presentation of financial information

The Company publishes its financial statements in pounds sterling ("£" or "sterling"). The abbreviation "£m" represents millions of pounds sterling, and references to "pence" and "p" represent pence in the UK.

The financial information presented in a number of tables in this document has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

2. Forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Group's and/or the Directors' intentions, beliefs or current expectations concerning, among other things, the Group's results,operations, financial condition, prospects, growth strategies and the markets in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, the market position of the Group, earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the events described herein and the Group. Forward-looking statements contained in this document based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future. None of the statements made in any way obviates the requirements of the Group and/or the Directors' to comply with all applicable legal or regulatory requirements including, without limitation, the Prospectus Rules, the Disclosure and Transparency Rules or the Listing Rules.

These forward-looking statements are further qualified by the risk factors disclosed, or incorporated by reference, in this document that could cause actual results to differ materially from those in the forwardlooking statements. See the section of this document entitled "Risk Factors".

These forward-looking statements speak only as at the date of this document. Except as required by the FSA, the London Stock Exchange or applicable law, Superglass and/or the Directors, do not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange or applicable law, Superglass and the Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Superglass's and/or the Directors'expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document might not occur. Investors and Shareholders should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to sufficiency of working capital in this document.

3. Notice to US Shareholders and Shareholders in Excluded Territories

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any federal or state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or confirmed the accuracy or determined the adequacy of this document or the Application Form. Any representation to the contrary is a criminal offence in the US.

This document does not constitute or form part of an offer to sell or issue, or the solicitation of an offer to subscribe for or buy, any New Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular and subject to certain exceptions, is not for distribution or publication in or into the United States or other Excluded Territories. The New Ordinary Shares are being offered and sold outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements in Regulation S ("Regulation S").

Each person to whom the New Ordinary Shares are distributed, offered or sold outside the US (other than US Persons) will be deemed by its subscription for, or purchase of, the New Ordinary Shares to have represented and agreed, on its behalf and on behalf of any investor accounts for which it is subscribing for or purchasing the New Ordinary Shares that:

i. it is not a US Person and it is acquiring the New Ordinary Shares from the Company or Brewin Dolphin in an "offshore transaction" as defined in Regulation S; and
ii. the New Ordinary Shares have not been offered to it by the Company or Brewin Dolphin by means of any "directed selling efforts" as defined in Regulation S.

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England. The rights of holders of Ordinary Shares are governed by English law and by the Company's constitution. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations.

4. Notice to EEA Shareholders

In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "relevant member state") (except for the UK), with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the "relevant implementation date"), no New Ordinary Shares have been offered or will be offered pursuant to the Firm Placing, Open Offer and Placing to the public in that relevant member state prior to the publication of a prospectus in relation to the New Ordinary Shares which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of New Ordinary Shares may be made to the public in that relevant member state at any time:

(i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than S43.0 million; and (iii) an annual turnover of more than S50.0 million, as shown in its last annual or consolidated accounts; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Ordinary Shares shall result in a requirement for the publication by the Company or Brewin Dolphin of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purpose of the expression an "offer of any New Ordinary Shares to the public" in relation to any New Ordinary Shares in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Firm Placing, Placing and Open Offer and any New Ordinary Shares to be offered so as to enable an investor to decide to purchase any New Ordinary Shares, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state, and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

In the case of any New Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Ordinary Shares acquired by it in the Firm Placing, Placing and Open Offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any New Ordinary Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and Brewin Dolphin has been obtained to each such proposed offer or resale. Each of the Company and Brewin Dolphin and their respective affiliates, and others, will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

5. Notice to all Shareholders

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering an investment in the New Ordinary Shares is prohibited. By accepting delivery of this document, each offeree of the New Ordinary Shares agrees to the foregoing.

The distribution of this document and/or the Application Form into jurisdictions other than the UK may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, such documents should not be distributed, forwarded to or transmitted in or into the US or the Excluded Territories or into any other jurisdiction where the extension or availability of the Firm Placing, Placing and Open Offer would breach any applicable law. For further information on the New Ordinary Shares see Part XII of this document.

No action has been taken by the Company or by Brewin Dolphin that would permit an offer of the New Ordinary Shares or possession or distribution of this document or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the UK.

6. No incorporation of Website Information

The contents of the websites of the Company (including any materials which are hyper-linked to such websites) do not form part of this document and prospective investors should not rely on them.

7. References to Defined Terms

Certain terms used in this document, including certain capitalised terms and certain technical and other terms, are defined and explained in the section headed "Definitions".

PART VII

LETTER FROM THE CHAIRMAN OF SUPERGLASS HOLDINGS PLC

(Incorporated in England and Wales under the Companies Act 1985 with registered number 5423253)

Alexander John McLeod (Chief Executive) Eversheds House Anthony Kirkbright (Finance Director) 70 Great Bridgewater Street Timothy Stuart Ross (Non-Executive Chairman) Manchester David James Buchanan Shearer (Senior Independent M1 5ES Non-Executive Director) David McLaren Gray (Non-Executive Director)

Directors: Registered Office:

To Qualifying Shareholders and, for information only, to holders of options under the Share Option Schemes

Dear Shareholder,

Firm Placing of 37,818,196 New Ordinary Shares, Placing and Open Offer of up to 9,454,549 New Ordinary Shares at a price of 20 pence per share, conversion of £12.15 million of bank debt into Convertible Shares, Share Consolidation,

and Notice of General Meeting

Voting is required and if you are any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

1. Introduction

Superglass announced on 7 November 2011 that the Company proposes to raise in aggregate approximately £9.5 million (approximately £8.0 million net of expenses) by way of a Firm Placing of 37,818,196 New Ordinary Shares to certain new and existing institutional investors and a Placing and Open Offer of 9,454,549 New Ordinary Shares, representing in aggregate 94.2 per cent. of the Enlarged Share Capital at an Issue Price of 20 pence per share. Brewin Dolphin has placed the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. Brewin Dolphin has conditionally pre-placed all of the Open Offer Shares with institutional investors on behalf of the Company at the Issue Price, subject to clawback by Qualifying Shareholders in order to satisfy valid applications under the Open Offer.

The Issue Price of 20 pence per New Ordinary Share represents an effective 88.9 per cent. discount to the Closing Price of 9.0 pence (the Closing Price being prior to the Share Consolidation described in paragraph 9 of this Part VII of this document) on 2 September 2011, being the Business Day prior to the announcement by Superglass of its intention to carry out a capital raising incorporating a substantial equity issue, and a 52.9 per cent. discount to the Closing Price of 2.125 pence on 4 November 2011, being the business day prior to the announcement of the full details of the Proposals. The Issue Price has been set by the Directors following careful consideration of the Company's financial position and their assessment of market conditions, and following discussions with a number of institutional investors. The Directors are in agreement that the level of discount and the method of issue is appropriate to secure the investment necessary in the Company, having regard to the financial and trading position of the Company and the need for certainty of funding within a limited time frame.

The Issue is conditional, inter alia, upon the following:

i. the passing of the Resolutions at the General Meeting, further details of which are set out in paragraph 14 of this Part VII and in the Notice of General Meeting at the end of this document;
ii. Admission becoming effective on or before 8.00 a.m. on 1 December 2011 (or such later date and/or time as the Company and Brewin Dolphin may agree, being no later than 8.00 a.m. on 22 December 2011);
iii. the Placing Agreement having become unconditional in all other respects and not having been terminated in accordance with its terms prior to Admission; and
iv. the Company being satisfied that the terms and quantum of the RSA grant described in paragraph 2 of this Part VII are appropriate with respect to its funding requirements; Clydesdale Bank being satisfied with the terms and quantum of the grant and Brewin Dolphin being satisfied with the quantum of the grant.

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Issue will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled.

On completion of the Firm Placing, Placing and Open Offer, it is intended that the Company shall undertake a share consolidation such that the Existing Ordinary Shares are consolidated into Post-Consolidation Ordinary Shares on a twenty for one basis. The effect of the Share Consolidation will be to reduce the total number of Ordinary Shares in issue prior to Admission.

A Qualifying non-CREST Shareholder who has sold or transferred all or part of their holding of Existing Ordinary Shares prior to 8 November 2011, being the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to the Open Offer by the London Stock Exchange, should consult their broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however, subject to certain exceptions, be forwarded to or transmitted in or into the Excluded Territories.

The purpose of this document is to provide Shareholders with details of the Issue and the Proposals, and to explain why the Directors, who have been so advised by Brewin Dolphin, consider the Issue and the Proposals to be in the best interests of the Company and its Shareholders as a whole and to recommend that you vote in favour of the Resolutions to be proposed at the General Meeting. Shareholders are being asked to vote on the Resolutions detailed within the Notice to allow the equity raise by way of Firm Placing, Placing and Open Offer to proceed.

2. Background to and reasons for the Issue

Superglass has been confronted with a combination of exceptional operational and trading challenges during the past eighteen months, including a major failure to one of the Group's furnaces in June 2010, volatility in Carbon Emissions Reduction Target (CERT) related product volumes with a significant cumulative shortfall in activity within this market segment by comparison with the run rate required of the utility companies to achieve the mandatory Government targets by the end of December 2012, as well as a damaging combination of weak market demand and significant inflationary pressure on input prices.

The Group entered the current financial period with net debt of approximately £18 million (a small increase on the previous financial year end, but still significantly reduced since the Company's flotation in July 2007) and the combined effect of the factors referred to above has been to undermine the Group's ability to meet the repayment obligations and to operate within the financial covenants set out within its existing borrowing facilities; and also to stretch short term working capital by agreeing delayed terms of settlement with suppliers and (in respect of rebates) with customers in order that the Group could continue to trade within the limits of its available short term facilities.

In response to these external pressures, the Board determined that in order to survive in the short term and restore profitability in the medium term, the Company needed to increase its operating efficiency significantly. By June 2011, the Board had identified measures which could be taken to improve the Group's competitiveness if sufficient funding was available. However, the Directors also concluded that, in the absence of a sustained improvement in CERT-related activity, and resultant profitability and cashgeneration, it was clear that the Company's then current debt burden and facility structure did not provide the necessary headroom to permit capital expenditure to increase operating efficiency.

On 5 September 2011, the Company announced that it had agreed a further conditional relaxation and amendments to its facility structure with Clydesdale Bank, being (i) the deferment until 31 October 2011 of the capital repayment that would otherwise have been due on 31 August 2011; and (ii) a waiver of the requirement to test the financial covenants as at 31 August 2011 contained in the Company's existing facility agreement with Clydesdale Bank. At the same time, the Company announced that it had reached agreement in principle on headline terms for addressing the debt component of a capital restructuring, which it was intended would incorporate a substantial equity issue. It was explained within the announcement of 5 September 2011 that a fundamental purpose of the proposed equity issue would be to provide the necessary financial resources to enable the Company to invest in and modernise its plant to drive significant operating efficiency gains.

In contemplation of the Proposals, Clydesdale Bank subsequently agreed further temporary and conditional relaxations and amendments which will expire on 30 November 2011 unless, inter alia, the Issue and Proposals complete on or before that date.

In conjunction with the Proposals, the Board has applied for a grant from Scottish Enterprise, a regional government body tasked with identifying and exploiting opportunities for economic growth by supporting Scottish companies with the aim of building globally competitive sectors and attracting new investment. Through the Regional Selective Assistance (RSA) scheme, Scottish Enterprise encourages businesses to undertake investment that will directly result in the creation or safeguarding of jobs in Scotland to ensure Scotland's economy remains globally competitive. The RSA scheme is a discretionary grant scheme which requires a number of criteria to be met before an award can be made.

Typical criteria on which the merits of a potential award are assessed may include the following:

l Location of the project;
l Size of the business;
l Size and cost of the project;
l Number of jobs created or safeguarded; and
l Quality and type of jobs.

The Company has submitted an RSA grant application to Scottish Enterprise requesting financial support of approximately £2 million. The RSA appraisal team has carried out an evaluation of the grant application and the Board understands it will put forward a proposal to the Scottish Enterprise grant executive for a grant award of between £1.6 million and £2 million to be made to the Company. The Board anticipates that a grant award will be formally approved at a meeting of the Scottish Enterprise grant executive scheduled to take place on 8 November 2011. However, at this stage there is no guarantee that a grant award will be made, or of the quantum of any award which may be granted. Any grant monies received will be put towards the Company's capital expenditure programme. The New Facilities Agreement is conditional on, inter alia, Clydesdale Bank being satisfied that the RSA grant has been awarded to the Company in an amount and on terms which are acceptable to the bank, and completion of the Issue and Proposals are conditional on, inter alia, the Company being satisfied that, following its award, the amount and terms of the grant will be sufficient with respect to the Company's funding requirements and Brewin Dolphin being satisfied with the quantum of such grant.

The most recent relaxations and amendments to the Company's existing facility structure and the Firm Placing, Placing and Open Offer are conditional on Clydesdale Bank receiving satisfactory evidence of the RSA grant described above being approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree) by 14 November 2011 and receiving a copy of a formal award of such grant by 21 November 2011, failing which the relaxations and amendments to the existing facility structure will cease to have effect on the relevant date. Further information on the grant and the Company's facility structure can be found in paragraph 11 of this Part VII.

As the detailed terms of the grant are unknown, the Company, Brewin Dolphin and Clydesdale Bank cannot state comprehensive criteria against which they would evaluate the suitability of the grant (if awarded) for the purposes of the conditions of issue described above. However, the Company is presently aware that Clydesdale Bank will require satisfactory evidence that the RSA grant described in paragraph 2 of this Part VII has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree) by 14 November 2011 and to receive a copy of material formally awarding such grant (in a form satisfactory to the bank) by 21 November 2011, and that Brewin Dolphin will need to be satisfied with the quantum of such grant.

The Directors also expect that the grant (if awarded) would be payable in instalments released upon the certification of the completion of eligible capital expenditure and would be contingent upon the creation and safeguarding of a minimum number of permanent full-time equivalent jobs.

Given the uncertainty surrounding the terms and conditions of the grant and the inability to state comprehensive criteria against which the grant shall be assessed by the Company, Clydesdale Bank or Brewin Dolphin, the Directors cannot at this time give an indication of whether or not the criteria will be met.

The Proposals set out within this document are designed to reduce significantly the Company's debt burden (residual core debt following completion of the Proposals will be approximately £5.1 million) whilst simultaneously strengthening the Company's capital base through the issue of New Ordinary Shares; to normalise the Company's working capital position by providing the necessary cash to normalise settlement terms with both customers and suppliers; and to provide the financial resources to implement a programme of capital expenditure improvements which have been identified by the Board as offering the optimal likely return on investment for the Company.

3. Use of proceeds

The proceeds of the Firm Placing, Placing and Open Offer of approximately £9.5 million and expected grant funding of between £1.6 million and £2 million, which the Company has applied for as described in paragraph 2 of Part VII of this document, will be used to fund the Company's planned capital expenditure programme, to normalise the Company's working capital position, to provide additional working capital headroom, and to settle fees and expenses incurred in connection with the Proposals.

The use of proceeds of the Issue is set out below:

Use of proceeds	£m	£m
Working capital (including normalisation of current working capital
balances)		3.06
Capital expenditure programme (gross cost)	6.50
Less expected grant funding	(1.60)*
Capital expenditure funded through equity issue		4.90
Fees and expenses		1.50 1111
Total		9.46 3333

* Minimum expected award

Total fees and expenses associated with the Proposals are £1.5 million, of which £1.27 million has been or will be settled in cash and £0.23 million will be settled through the issue of New Ordinary Shares in the Firm Placing. Of the fees and expenses settled in cash, £0.23 million has already been settled, with the balance of £1.04 million due on Admission.

If the Firm Placing, Placing and Open Offer had completed as at 31 August 2010, the Directors believe that the effect on earnings per share before amortisation and exceptional items would have been dilutive in the financial year ended 31 August 2011. This is due to the number of new shares issued and the time required to fully implement the cost saving measures highlighted in this document.

4. Details of the Debt Reduction, Capital Restructuring and the issue of Convertible Shares

The Directors have concluded that the Company's current financing structure is unsustainable given the current trading performance and outlook and the urgent need to invest in the Group's manufacturing plant to improve operating efficiency. Furthermore, primarily as a result of the shortfall in trading performance during the last financial year and the acceleration of capital expenditure following the furnace failure in June 2010, net debt at 31 August 2011 stood at approximately £18 million, a small increase on the previous financial year end. The Capital Restructuring will reduce residual core borrowings to approximately £5.1 million and will have the effect of converting approximately two thirds of previous core borrowings into Convertible Shares.

The headline terms for the restructuring of the Group's borrowings are as follows:

l the conversion of £12.15 million of the current outstanding core borrowings of the Group from Clydesdale Bank into a total of 14,985,748 Convertible Shares which, subject to certain conditions, will have rights of conversion into ordinary shares in the capital of the Company. The Convertible Shares will comprise two tranches of shares, both of which will be issued on (and subject to) Admission. The first tranche will comprise the number of Convertible Shares which represents 12 per cent. of the entire issued share capital of the Company immediately following Admission (the "First Tranche Shares"), while the second tranche will comprise the number of Convertible Shares which, when aggregated with the number of First Tranche Shares, results in Clydesdale Bank holding an aggregate of 23 per cent. of the total issued share capital of the Company (calculated by reference to the issued share capital of the Company on Admission and on the basis of the First Tranche Shares having been converted in full on Admission) (the "Second Tranche Shares"). If, between the second and twelfth anniversary following Admission, the Company's average ordinary share price is, for a period of at least 20 consecutive days, greater than or equal to 70 pence (on the basis of the Share Consolidation having occurred), the First Tranche Shares may be converted in full at that time. If, between the second and twelfth anniversary following Admission, the Company's average ordinary share price is, for a period of at least 20 consecutive days, greater than or equal to 90 pence (on the basis of the Share Consolidation having occurred), the Second Tranche Shares may be converted in full at that time. Since all of the Convertible Shares will be subscribed for at Admission, no further subscription monies will be payable on conversion of such shares; and
l the amendment and restatement of the terms under which the residual core borrowings of £5.1 million are to be serviced and repaid.

The Convertible Shares will be entitled to participate in a return of capital and, following an entitlement to convert into ordinary shares arising, the appropriate number of Convertible Shares will be entitled to participate in dividends and other distributions of profits pari passu with the ordinary shares then in issue. The Convertible Shares will be entitled to participate in a future fund raising of the Company but will have no voting rights, save in limited circumstances. The Convertible Shares will have rights of conversion into ordinary shares such that, if all of the Convertible Shares were to be converted at the agreed conversion ratio, the resulting interest in ordinary shares held by Clydesdale Bank would be 14,985,748 ordinary shares, equivalent to 23 per cent. of the Enlarged Share Capital at Admission, subject to any adjustments required to take account of share consolidations, subdivisions or bonus issues of new ordinary shares in the capital of the Company following the issue of the Convertible Shares.

The Convertible Shares will not be listed on the Official List nor will they be admitted to trading on an investment exchange. The rights attaching to the Convertible Shares are summarised in paragraph 3.3 of Part XIV of this document.

Clydesdale Bank shall be entitled to convert the Convertible Shares into ordinary shares on the earlier to occur of the following events and as follows:

(i) between the second and twelfth anniversary following Admission, provided the Company's volume weighted average share price per ordinary shares equals or rises above 70 pence on a postconsolidation basis for a period of at least 20 consecutive Business Days, the First Tranche Shares may be converted; or
(ii) between the second and twelfth anniversary following Admission, provided the Company's volume weighted average share price per ordinary share equals or rises above 90 pence on a postconsolidation basis for a period of at least 20 consecutive Business Days, the Second Tranche Shares may be converted; or
(iii) between the second and twelfth anniversary following Admission there is a refinancing of all of the Group's debt owed to Clydesdale Bank and/or any member of its group with a third party bank; or
(iv) at any time if the ordinary shares in the Company cease to be listed either on the Official List maintained by the UK Financial Services Authority or on the main market of the London Stock Exchange or on AIM; or
(v) on the sale of more than 50 per cent. of the issued ordinary share capital of the Company and/or the whole or substantially the whole of the business and/or assets of the Company and/or Group; or
(vi) on a resolution to wind up the Company being passed by Shareholders.

The residual core borrowings of £5.1 million shall be repayable upon the following principal amended and restated terms:

(i) for a period of two years following Admission, no repayments shall be made;
(ii) thereafter, twelve equal quarterly repayments of £425,000, commencing in November 2013 and ending in August 2016;
(iii) in respect of the financial year ending 31 August 2013 or later, an amount equal to 50 per cent. of the amount by which Excess Cashflow (as detailed in the New Facilities Agreement) exceeds £1.0 million shall be applied in prepayments of the facilities; and
(iv) interest shall be levied on the outstanding amount of the residual core borrowings at a rate equivalent to LIBOR from time to time plus a margin of 4.75 per cent.

The revised repayment schedule represents a significant reduction in the annual debt service cost for the Company, even following expiry of the two year repayment holiday, with no repayments scheduled during the period of the Capital Expenditure programme.

The Group has also agreed a revolving facility to finance intra-month swings in working capital. The limit of the revolving facility is the aggregate of;

l the amount of the RSA grant awarded (up to a maximum of £2,000,000) less the amount of the RSA grant actually received (up to a maximum of £2,000,000); and
l an amount of up to £5,000,000, such amount being based upon the projected working capital requirements of the Group.

5. Details of the Capital Expenditure Programme to Achieve Lower Delivered Costs

In March 2011, the Company instructed the consultancy firm CM Projects, which specialises in projects for the glass processing industry, to undertake a high level benchmarking study of its production facilities and processes. In its report to Superglass, CM Projects highlighted several areas of the Group's manufacturing and product handling processes which could be improved significantly.

The actions identified comprise seven discrete process areas requiring phased upgrades and modifications to existing machinery which, once fully implemented, have the potential to deliver aggregate annual operating cost savings of up to £3.6 million (representing a reduction in delivered cost/tonne of approximately 15 per cent. over two years at current production volumes), for an aggregate capital outlay, including a provision for fees and other contingencies, of approximately £6.5 million. The Directors believe that the Group's reduced delivered cost per tonne of output, if the full estimated cost savings are achieved, will be broadly in line with the Group's major competitors. Furthermore, several areas of potential expenditure are likely to result in improved product quality and decreased production times, creating the potential for additional benefits to the Company in the form of increased production capacity, improved product thermal efficiency, increased product compression leading to reduced transport costs, and improved product desirability creating enhanced brand status and pricing power.

The Board is confident that the executive management team has the expertise, through a combination of inhouse resources and access to external consultants, including CM Projects and Glass Inc., to complete these measures in accordance with a detailed implementation plan which minimises the disruption to full manufacturing capability and the risk of project overruns.

Further details of the proposed improvements to the Company's manufacturing facilities and the CM Projects report are set out in Part VIII of this document.

6. Market Drivers and Future Strategy

Current market research indicates that the UK Building Insulation Market will experience a trend rate of compound annual growth in excess of 5 per cent. between now and the end of 2015, much of which will be driven by Government legislation and the tightening regulatory environment and energy efficiency standards affecting residential, commercial and industrial property construction. Structural drivers of market demand are expected to include the mandatory Government targets imposed under CERT for the period ending December 2012; the Green Deal initiative which is intended to realise a further reduction in domestic energy consumption following the expiry of the CERT obligations; the progressive impact of planned changes to building regulations governing both the residential and commercial sectors; and the impact of rising energy costs. The Directors believe that capacity utilisation has fallen by approximately 10 per cent. over the last two years to around 80 per cent. and, even in the absence of any more broadly-based recovery in demand, achievement of the Government's mandatory CERT targets by utility companies would absorb all of the currently available surplus capacity in the mineral fibre insulation sector throughout 2012.

The Board's strategy is to position Superglass to maximise its share of the potential benefits from the structural growth drivers identified above, through the following initiatives:

l a recapitalisation of the business as a result of the Proposals set out in this document;
l the delivery of a material improvement in the Group's competitive market position through the lower delivered cost initiative which underpins the Group's capital expenditure plan; and
l continued diversification and strengthening of the Group's market position by broadening its customer base, its penetration of new market channels and the introduction of new value-added products.

7. Current trading and prospects and estimated result for the financial year ended 31 August 2011

Within the period-end trading update statement released on 5 September 2011, the Board announced that sales volumes were ahead of forecast in cured products, compensating for continuing underperformance in CERT-related blowing wool product lines. As a result, output in non-CERT-dependent product lines was running at close to full capacity.

Within that statement it was also, however, noted that product mix, market weakness and cost pressures were all continuing to affect margins and that, as a result, the Board's expectations as to underlying trading performance for the financial year ended 31 August 2011 were slightly reduced from the previous trading update statement of 22 June 2011.

The Directors estimate that the loss before taxation, amortisation, asset impairment and exceptional items for the year ended 31 August 2011 was between £550,000 and £650,000. Included within this estimated result were non-trading operating charges of £250,000 which, whilst not treated as exceptional, are not expected to be recurring.

Since September 2011, there has been no material change in demand for the Group's products, nor in the trends referred to above.

Looking forward, and as noted in previous statements, a substantial increase in energy suppliers' activity is now required to achieve the Government's mandatory CERT targets before the expiry of CERT in December 2012. This provides some grounds for optimism in the short term. However, the current level of activity within the residential housebuilding market in the UK, together with the well-documented pressures on the consumer, provide ample grounds for caution as to the likelihood of any significant uplift in overall market demand in 2012. The Directors believe that the key operating assumptions upon which the debt reduction and restructuring and the capital expenditure programme have been based, represent appropriately conservative assumptions upon which to base the Group's forward business plan and new financing structure with a view to ensuring that the Group's financial position remains secure even in the absence of a sustained recovery in market conditions.

In any event, the Directors believe that 2012 will be a year of transition for Superglass with underlying trading performance likely to be impacted by the capital expenditure programme which is planned to commence in March 2012 and continue throughout the remainder of the calendar year. The payback from this programme will be reflected within the Group's financial results in future trading periods and its fundamental purpose is to restore the Group's competitive market position. The Directors believe that this should, in turn, provide the platform for a recovery in underlying trading performance in the medium term, whether or not there is any sustained upturn in overall market demand.

8. Information on the Issue

The Issue consists of the Firm Placing of 37,818,196 New Ordinary Shares (representing 75.4 per cent. of the Enlarged Share Capital), and a Placing and Open Offer of 9,454,549 New Ordinary Shares (representing 18.8 per cent. of the Enlarged Share Capital) through which Qualifying Shareholders can subscribe for Open Offer Shares on the basis of 62 Open Offer Shares for every 380 Existing Ordinary Shares held. All of the New Ordinary Shares will be issued at a price of 20 pence per share (representing a discount of 52.9 per cent. to the Closing Price of 2.125 pence (the Closing Price being prior to the Share Consolidation described in paragraph 9 of this Part VII of this document) on 4 November 2011, being the last practicable Business Day before the announcement of the terms of the Issue).

The Firm Placing

Brewin Dolphin has placed firm the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. The Firm Placing Shares represent approximately 94.2 per cent. of the New Ordinary Shares and have been placed with certain institutional investors. The Firm Placing Shares are not subject to clawback. The Firm Placing is conditional, inter alia, upon the passing, without amendment, of the Resolutions and Admission taking place.

The Company is aware that the following institutional investors intend to subscribe for more than 5 per cent. of the total number of New Ordinary Shares issued:

		Percentage of New
		Ordinary Shares issued
	Number of New	under the Firm Placing,
Investor	Ordinary Shares	Placing and Open Offer
Ruffer LLP	6,250,000	13.2%
W & R Barnett	5,500,000	11.6%
BlackRock Investment Management (UK) Limited	5,000,000	10.6%
Henderson Global Investors	3,000,000	6.3%
Standard Life	3,000,000	6.3%
Ennismore	2,500,000	5.3%
Legal & General	2,500,000	5.3%
Schroder Investment Management	2,500,000	5.3%
Hargreave Hale, stockbrokers (ND)	2,400,000	5.1%

Tim Ross and David Shearer, both Directors of the Company, have agreed to subscribe for 102,743 and 75,000 New Ordinary Shares, respectively, under the Firm Placing.

The Open Offer Shares

Brewin Dolphin has also placed the Placing Shares with new and existing institutional investors at the Issue Price. The number of Placing Shares to be issued will be 9,454,549 New Ordinary Shares. The Placing Shares will be subject to clawback to satisfy valid applications under the Open Offer.

Qualifying Shareholders are being given the opportunity under the Open Offer to subscribe, for Open Offer Shares at the Issue Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:

62 Open Offer Shares for every 380 Existing Ordinary Shares

held by them and registered in their names on the Open Offer Record Date and so in proportion to any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of Open Offer Shares. Qualifying Shareholders may apply for any whole number of Open Offer Shares. The maximum number of Open Offer Shares will be equal to the number of Placing Shares placed by Brewin Dolphin with new and existing institutional shareholders.

Tim Ross, David Shearer and David Gray, Directors of the Company, have indicated their intention to apply for their full pro rata entitlements under the Open Offer of 21,485, 4,532 and 4,079 New Ordinary Shares respectively.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement the Open Offer Entitlements will not be tradable and, applications in respect of the Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear UK & Ireland's Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

Application has been made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 8 November 2011. The Open Offer Entitlements will also be enabled for settlement in CREST on 8 November 2011 to satisfy bona fide market claims only. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part X of this document and for non-CREST Qualifying Shareholders on the accompanying Application Form. To be valid, Application Forms or CREST instructions (duly completed) and payment in full for the Open Offer Shares applied for, must be received by the Company's registrars. Non-CREST Application forms should be returned to Capita Registrars, at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11.00 a.m. on 29 November 2011.

Qualifying non-CREST Shareholders will have received an Application Form with this document which sets out their maximum entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them.

Qualifying CREST Shareholders should note that, although their basic Entitlement will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Non-CREST Application Form is not a negotiable document and cannot be traded.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for aplication and payment, are set out in Part 5 (Terms and Conditions of the Open Offer) and, where relevant, on the Non-CREST Application Form.

Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 8 November 2011.

General

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.

Applications have been made to the UK Listing Authority for the New Ordinary Shares to be listed on the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market of the London Stock Exchange. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 1 December 2011.

The Open Offer is not being made to certain Overseas Shareholders, whose attention is drawn to paragraph 22 of Part IX of this document.

The Issue is conditional, inter alia, upon the following:

i. the passing of the Resolutions at the General Meeting, further details of which are set out in the Notice of General Meeting at the end of this document
ii. Admission becoming effective on or before 8.00 a.m. on 1 December 2011 (or such later date and/or time as the Company and Brewin Dolphin may agree, being no later than 8.00 a.m. on 22 December 2011);
iii. the Placing Agreement having become unconditional in all other respects and not having been terminated in accordance with its terms prior to Admission; and
iv. the Company being satisfied that the terms and quantum of the RSA grant described in paragraph 2 of this Part VII are appropriate with respect to its funding requirements, Clydesdale Bank being satisfied with the terms and quantum and Brewin Dolphin being satisfied with the quantum of the grant.

As the detailed terms of the grant are unknown, the Company, Brewin Dolphin and Clydesdale Bank cannot state comprehensive criteria against which they would evaluate the suitability of the grant (if awarded). However, the Company is presently aware that Clydesdale Bank will require satisfactory evidence that the RSA grant described in paragraph 2 of Part VII has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree) by 14 November 2011 and to receive a copy of material formally awarding such grant (in a form satisfactory to the bank) by 21 November 2011, and that Brewin Dolphin will need to be satisfied with the quantum of such grant.

Given the uncertainty surrounding the terms and conditions of the grant and the inability to state comprehensive criteria against which the grant shall be assessed by the Company, Clydesdale Bank or Brewin Dolphin, the Directors cannot give an indication of whether the criteria will be met.

If the conditions of the Placing Agreement are not fulfilled or (where capable of waiver) waived on or before 8.00 a.m. on 1 December 2011 (or such later time and date as the Company and Brewin Dolphin may agree being not later than 8.00 a.m. on 22 December 2011), the Open Offer will not become unconditional and application monies will be returned to applicants, without interest, as soon as practicable thereafter.

The Directors do not have a present intention to allot Ordinary Shares other than pursuant to the Firm Placing, Placing and Open Offer and pursuant to a conversion of Convertible Shares into Ordinary Shares pursuant to the terms of issue of the Convertible Shares.

9. Share Consolidation

Under the Proposals, it is intended that the Company will undertake a share consolidation such that Existing Ordinary Shares will be consolidated into Post-Consolidation Ordinary Shares on a twenty for one basis. The effect of the Share Consolidation will be to reduce the total number of Ordinary Shares in issue prior to Admission.

The purpose of the Share Consolidation is to reduce the total number of shares in issue following the Firm Placing, Placing and Open Offer. The Directors believe that this may reduce the volatility in the price of the Company's Ordinary Shares and may ensure that the price of the Ordinary Shares is more appropriate for a company of Superglass' size than would otherwise have been the case following the Proposals.

Following the Share Consolidation and prior to the issue of the New Ordinary Shares, the Company's issued ordinary share capital will comprise 50,169,681 ordinary shares of 20 pence each in the capital of the Company.

Fractional entitlements to Post-Consolidation Ordinary Shares will, so far as possible, be aggregated and be sold at the best price reasonably obtainable in the market for the benefit of the Company.

Following completion of the Share Consolidation, new share certificates will be issued to those existing Shareholders who hold their shares in certificated form. The Share Consolidation is conditional upon the approval of the Shareholders at the General Meeting as required by the Companies Act and the Articles. Due to the interconditionality of the Resolutions proposed at the General Meeting, all such Resolutions will need to be passed in order for the Share Consolidation to take effect.

10. Summary financial information

	Year ended 31 August 2010	Year ended 31 August 2009	Year ended 31 August 2008
	£000	£000	(restated) £000
Revenue Cost of sales	31,438 (21,385) 1111	38,133 (25,670) 1111	41,138 (24,636) 1111
Gross profit Distribution expenses Administrative expenses (excluding amortisation of goodwill) Amortisation of goodwill Other operating income	10,053 (3,345) (2,653) (4,389) 270 1111	12,463 (4,049) (2,147) (4,393) 299 1111	16,502 (5,257) (2,101) (4,393) 307 1111
Operating (loss)/profit Financial expenses	(64) (632) 1111	2,173 (1,540) 1111	5,058 (2,106) 1111
(Loss)/profit before taxation Taxation	(696) 379 1111	633 (191) 1111	2,952 (827) 1111
(Loss)/profit for the year attributable to equity holders of the parent	(317) 3333	442 3333	2,125 3333
(Loss)/earnings per share Basic (loss)/earnings per share Diluted (loss)/earnings per share	(0.5)p (0.5)p	0.8p 0.8p	3.7p 3.7p

11. Working capital

The Company believes that the Group does not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

As the Firm Placing, Placing and Open Offer, and New Facilities Agreement are conditional on the Company being satisfied that the terms and quantum of the RSA grant (described in paragraph 2 of this Part VII of this document) (if awarded) are appropriate with respect to its funding requirements and on Clydesdale Bank being satisfied with the terms and quantum and Brewin Dolphin being satisfied with the quantum of the grant (if awarded), the Company cannot take into account either the proceeds of the proposed Placing, Firm Placing and Open Offer or the New Facilities Agreement when determining its sufficiency of working capital.

As the detailed terms of the grant are unknown, the Company, Brewin Dolphin and Clydesdale Bank cannot state comprehensive criteria against which they would evaluate the suitability of the grant (if awarded) for the purposes of the conditions of the Issue described in paragraph 1 of this Part VII. However, the Company is presently aware that Clydesdale Bank will require satisfactory evidence that the RSA grant described in paragraph 2 of this Part VII of this document has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree) by 14 November 2011 and to receive a copy of material formally awarding such grant (in a form satisfactory to the bank) by 21 November 2011 and that Brewin Dolphin will need to be satisfied with the quantum of such grant.

If the grant is not approved

If Clydesdale Bank does not receive material satisfactory to it formally awarding the grant to the Company (as discussed above) by 21 November 2011, then based on forecast trading and the Company's working capital at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 21 November 2011 as a result of the deferral of the £0.8 million repayment to the bank originally due on 31 August 2011 falling due to Clydesdale Bank and trading in the period.

If the grant is approved

The temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011, and the current temporary and conditional relaxations and amendments (described in paragraph 2 of Part VII of this document) will expire on 30 November 2011 unless the Issue and Proposals complete on or before that date (assuming that the bank has received satisfactory evidence that the RSA grant described in paragraph 2 of Part VII has been approved in an amount of not less than £1.6 million by 14 November 2011, Clydesdale Bank having received a copy of a formal award of such grant in a form satisfactory to the bank by 21 November 2011, failing which the relaxations and amendments to the existing facility structure will cease to have effect on the relevant date). If the Firm Placing and Placing and Open Offer completes by 30 November 2011 and Clydesdale Bank's requirements with respect to the grant are met, then the New Facilities Agreement will become unconditional.

Should the Firm Placing, Placing and Open Offer not complete (but assuming the RSA grant is awarded in an amount of at least £1.6 million, or such lesser amount as the Company and Clydesdale Bank may agree) and subject to Brewin Dolphin being satisfied with the quantum of such grant and the conditions relating to Clydesdale Bank's satisfaction with the quantum and terms of such grant being met by the relevant dates (as described above), then based on forecast trading and the Company's working capital position at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 30 November 2011 when the current temporary and conditional relaxations and amendments granted by Clydesdale Bank are due to expire with the cause of this shortfall being the £0.8 million repayment (deferred since 31 August 2011) and the quarterly loan payment of £1.02 million (due on 30 November 2011) totalling £1.8 million falling due to Clydesdale Bank on this day.

In the event that the relevant Shareholder approvals for the Proposals (as described in paragraph 14 of this Part VII) are not granted on or before 30 November 2011 (being the date the current temporary conditional relaxations and amendments to the Company's banking facilities are due to expire), then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities. In those circumstances, irrespective of the outcome of any subsequent negotiations with Clydesdale Bank, it is unlikely that Shareholders would receive any return of value in respect of their shareholdings in the Company, whether through a formal insolvency process, an equity refinancing (which is likely to result in a severe dilution of Shareholders' interests in the Company) or otherwise.

The Board believes that if the Firm Placing, Placing and Open Offer complete, the strengthened capital base will provide the Group with necessary capital to execute the proposed capital expenditure programme (as described in paragraph 5 of this Part VII of this document) with a view to benefitting from improved market share within the Company's existing market place and capitalising on forecast growth due to structural changes in energy conservation.

12. Dividend policy

In the financial year ended 31 August 2010, the Board decided not to pay a final dividend as a result of the Group's trading performance and due to the impact of the then recent furnace failure. Dividend payments have been suspended throughout 2011, largely as a result of the deteriorating trading and financial position of the Group, and the Board has agreed not to resume dividend payments during the next two financial years. In determining the level of future dividend payments thereafter, if any, the Directors will take account of the profitability, cash generation and underlying growth of the Group's businesses while seeking to maintain an appropriate level of dividend cover.

13. Taxation

Your attention is drawn to paragraph 15 of Part XIV of this document. This information is intended only as a general guide to the current UK tax position. If you are in any doubt as to your personal tax position, you should consult your own professional adviser without delay.

14. General Meeting

A notice of the General Meeting, to be held at 10.00 a.m., on 30 November 2011 at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London, EC1A 9BD, is set out at the end of this document. Each of the Resolutions is interconditional on the other Resolutions being passed. The Resolutions will be proposed as follows:

Resolution 1: Ordinary resolution - consolidation of share capital

Resolution 1 seeks Shareholders' approval to consolidate every 20 of the existing issued ordinary shares of one penny each in the capital of the Company into one new ordinary share of 20 pence. Further details of the Share Consolidation are set out in paragraph 9 above.

Resolution 2: Ordinary resolution - authority to allot shares

Resolution 2 seeks Shareholders' approval to the granting of authority to the Directors to exercise all the powers of the Company to allot New Ordinary Shares in the Company in connection with the Placing, Open Offer and Firm Placing, the issue of Convertible Shares to Clydesdale Bank in connection with the Capital Restructuring and, otherwise, up to an aggregate nominal value of £15,796,344 (representing approximately 2,726.4 per cent. of the total issued ordinary share capital of the Company as at 4 November 2011, being the latest practicable date prior to the date of this document). The Company holds no shares in treasury as at the date of this document.

The authority granted by Resolution 2 will expire, unless renewed, at the conclusion of the next annual general meeting of the Company.

Resolution 3: Special resolution – authority to disapply pre-emption rights

Resolution 3 seeks Shareholders' approval to disapply shareholder statutory pre-emption rights in relation to the issue of the 47,272,745 New Ordinary Shares pursuant to the Placing and Open Offer, Firm Placing and the issue of 14,985,748 Convertible Shares to Clydesdale Bank in connection with the Capital Restructuring and, otherwise, in respect of shares in the capital of the Company representing approximately 5 per cent. of the Enlarged Share Capital, up to an aggregate nominal amount of £12,953,396.

Resolution 4: Ordinary resolution – approving discount to market price

The Issue Price represents an approximate 52.9 per cent. discount to the Closing Price at the time of announcing the Proposals. Accordingly, the Listing Rules require Shareholders to approve such discount by way of ordinary resolution.

Resolution 5: Special resolution – adoption of the New Articles

Resolution 5 approves the adoption of the New Articles, containing, amongst other things, provisions relating to the Convertible Shares. The principal provisions of the New Articles are summarised in paragraph 3.3.1 of Part XIV of this document.

Each of the Resolutions is conditional on the other Resolutions being passed so that, if one or more of the Resolutions is not passed, none of the Resolutions will become effective and the Proposals will not be implemented.

15. Action to be taken

In respect of the General Meeting

A Form of Proxy for use at the General Meeting is enclosed with this document. Whether or not you intend to be present at the meeting, the Form of Proxy should be completed in accordance with the instructions printed thereon. Forms of Proxy should be returned to Capita Registrars as soon as possible, but in any event so as to be received by no later than 10.00 a.m. on 28 November 2011. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person, if you so wish.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Capita Registrars so that it is received by no later than 10.00 a.m. on 28 November 2011.

In respect of the Open Offer

Qualifying non-CREST Shareholders wishing to apply for Open Offer Shares must complete the enclosed Application Form in accordance with the instructions set out in Part IX of this document and on the accompanying Application Form itself and return it with the appropriate payment to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later than 11.00 a.m. on 29 November 2011.

If you are a Qualifying CREST Shareholder you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer. You should refer to the procedure for application set out in paragraph 3 of Part X of this document. The relevant CREST instructions must have settled in accordance with the instructions in Part III of this document by no later than 11.00 a.m. on 29 November 2011.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.

The attention of Overseas Shareholders is drawn to the relevant paragraph headed "Overseas Shareholders" in paragraph 5 of Part X of this document and to the warranty concerning Overseas Shareholders on the Application Form.

Qualifying non-CREST Shareholders who do not wish to apply for any Open Offer Shares under the Open Offer, should not complete or return the Application Form. All Shareholders are nevertheless requested to complete and return the Form of Proxy.

If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an independent professional adviser authorised under FSMA.

16. Further Information

Your attention is drawn to the further information set out this document. You are advised to read the whole of this document and not rely solely on the information contained in this letter.

17. Importance of the Vote

The Company does not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

The previous temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011 and, in contemplation of the Proposals, the bank subsequently agreed further temporary and conditional relaxations and amendments which will expire on 30 November 2011 unless, inter alia, the Issue and Proposals complete on or before that date.

In the event that the relevant Shareholder approvals for the Proposals are not granted on or before 30 November 2011, being the date the current relaxations to the Company's banking facilities are due to expire, then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities.

On the satisfaction of all of the conditions relating to the award of the grant described in paragraph 2 of this Part VII of this document by the relevant dates (and completion of the Firm Placing and Placing and Open Offer on or before 30 November 2011), the New Facilities Agreement will become unconditional. Taking into account the proceeds of the Firm Placing and Placing and Open Offer and the New Facilities Agreement, the Group will have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

The previous temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011, and the current temporary and conditional relaxations and amendments (described in paragraph 2 of Part VII of this document) will expire on 30 November 2011 unless the Issue and Proposals complete on or before that date (assuming that the bank has received satisfactory evidence that the RSA grant described in paragraph 2 of Part VII has been approved in an amount of not less than £1.6 million (or such lesser sum as the Company and Clydesdale Bank may agree), subject to Brewin Dolphin being satisfied with the quantum of such grant by 14 November 2011 and Clydesdale Bank has received a copy of a formal award of such grant in a form satisfactory to the bank by 21 November 2011, failing which the relaxations and amendments to the existing facility structure will cease to have effect on the relevant date). If the Firm Placing and Placing and Open Offer completes by 30 November 2011 and Clydesdale Bank's requirements with respect to the grant are met, then the New Facilities Agreement becomes unconditional.

Should the Firm Placing, Placing and Open Offer not complete (but assuming the RSA grant is awarded in an amount of at least £1.6 million, or such lesser amount as the Company and Clydesdale Bank may agree) and subject to Brewin Dolphin being satisfied with the quantum of such grant and the conditions relating to Clydesdale Bank's satisfaction with the quantum and terms of such grant being met by the relevant dates as described above), then based on forecast trading and the Company's working capital position at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 30 November 2011 when the current temporary and conditional relaxations to the Company's banking facilities granted by Clydesdale Bank are due to expire, with reason for the shortfall being the £0.8 million repayment (deferred since 31 August 2011) and the quarterly loan payment of £1.02 million (due on 30 November 2011) totalling £1.8 million falling due to Clydesdale Bank on that date.

In the event that the relevant Shareholder approvals for the Proposals (as described in paragraph 14 of this Part VII of this document) are not granted on or before 30 November 2011 (being the date the current relaxations to the Company's banking facilities are due to expire), then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities.

Irrespective of the outcome of any subsequent negotiations with Clydesdale Bank, it is unlikely that Shareholders would receive any return of value in respect of their shareholdings in the Company, whether through a formal insolvency process, an equity refinancing (which is likely to result in a severe dilution of Shareholders' interests in the Company) or otherwise.

For this reason, the Board recommends all shareholders to vote in favour of the Resolutions

18. Recommendation

The Board, who have been so advised by Brewin Dolphin, considers that the Issue and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole.

In providing advice to the Directors, Brewin Dolphin has taken into account the commercial assessments of the Directors.

Accordingly, the Board unanimously recommends you to vote in favour of the Resolutions to be proposed at the General Meeting, as it has irrevocably undertaken to the Company to do (or as the case may be, procure) in respect of the Existing Ordinary Shares in which members of the Board or connected persons are beneficially interested, representing approximately 4.5 per cent. of the issued share capital of the Company.

Yours faithfully

Tim Ross Chairman

7 November 2011

PART VIII

INDEPENDENT CONSULTANTS' REPORT BY CM PROJECTS

Consultants

Dr Daniel Schippan

Registered and Head Office

Bahnhofstraße 16 52428 Jülich Germany

Superglass plc – CM Projects report

Background

Superglass Holdings plc ("Superglass") commissioned cm.project.ing.GmbH ("CM Projects") to undertake a high level benchmarking study and to prepare a report on cost saving and efficiency improvement measures that could be taken by the Company (the "Report"). The Report was not specifically produced for inclusion within the prospectus dated 7 November 2011 (the "Prospectus") in connection with the Proposals (as defined in the Prospectus).

CM Projects hereby consents to the inclusion of this letter and the Report in the Prospectus, with the inclusion of its name, in the form and context in which it appears in the Prospectus, to be published in connection with the Proposals.

The CM Projects study focused on the plant and equipment involved in the manufacture of the Company's products, all of which are discussed in detail in the Report. CM Projects considers that the relevant areas have sufficient technical merit to justify proposed programmes and associated expenditures

Verification, Validation and Reliance

The Report is dependent upon technical, financial and legal input. The technical information as provided by Superglass to, and taken in good faith by, CM Projects has not been independently verified by means of recalculation, but all analysis has been substantiated by evidence from CM Projects' industry knowledge and benchmarking and engagement with management and takes account of all relevant information supplied by Superglass.

Limitations, Declarations, Consent and Copyright

l Limitations

Superglass has confirmed to CM Projects that to its knowledge the information provided by Superglass was true, accurate and complete and not incorrect, misleading or irrelevant in any aspect. CM Projects acknowledges that certain confidential information, in particular that relating to Glass Inc. licensed technology, has not be made available to them. The achievability of potential cost savings and costs are neither warranted nor guaranteed by CM Projects.

l Declarations

The Report includes technical information, which requires subsequent calculations to derive subtotals, totals and weighted averages. Such calculations may involve a degree of rounding and consequently introduce an error. Where such errors occur, CM Projects does not consider these to be material.

For the purposes of Prospectus Rule 5.5.3R(2)(f), CM Projects accepts responsibility for this letter and the Report for the purposes of an expert's report. Having taken all reasonable care to ensure that such is the case, CM Projects confirms that, to the best of its knowledge, the information contained in the Report is in accordance with the facts and contains no omission likely to affect its import.

l Consent and Copyright

CM Projects consents to the issuing of this letter and the Report in the form and context in which it is to be included in the Prospectus.

Neither the whole nor any part of this letter and the Report nor any reference thereto may be included in any other document without the prior written consent of CM Projects regarding the form and context in which it appears.

Copyright of all text and other matter in this letter and the Report, including the manner of presentation, is the exclusive property of CM Projects. It is an offence to publish this document or any part of the document under a different cover, or to reproduce and or use, without written consent, any technical procedure and or technique contained in this letter and the Report. The intellectual property reflected in the contents resides with CM Projects and shall not be used for any activity that does not involve CM Projects, without the written consent of CM Projects.

Qualification of Consultants

Dr Daniel Schippan - Industrial Doctorate (RWTH Aachen)

Signed by Dr Shippan for and on behalf of cm.project.ing.GmbH

TECHNICAL REPORT

Prepared for: Superglass Insulation Limited (Superglass) Prepared by: Dr Daniel Schippan, CM. Project.ing (CMP) Reference: Superglass Insulations, Stirling Scotland, FK77Q Dated: August 2011

1. INTRODUCTION

In March 2011 CM Project.ing (CMP) were invited to undertake a study of process efficiencies and manufacturing investment opportunities at Superglass Insulation Limited, Stirling.

CMP worked with the Superglass management team to understand the key performance measures including energy costs, process losses and labour efficiencies. CMP have been able to compare performance metrics at Superglass against a bench mark of industry sector best practices, making recommendations for investment opportunities.

The study has identified a number of Capex investment opportunities for Superglass with high attractive return on investment.

CMP believe there is a strong case for Superglass to undertake a number of investment projects in areas where Superglass has recently not kept pace with progress of change and advancement in available technologies.

2. CMP

CMP was established in 2007 by Dr Daniel Schippan. Dr Schippan completed his doctorate in 2002 at the University of Aachen Germany, with a postdoctoral paper on the container glass industry. Dr Schippan started his career with URSA International responsible for international growth investment projects, both green-field new builds and brown-field re-investment cases. Before establishing CMP Dr Schippan was Plant Manager and Chief Production officer of the Operating Unit Board of URSA West.

Today CMP consists of an international team of around 25 specialists from Europe's blue-chip Container Glass and Glass Wool companies (Pfleiderer Dämmtechnik, URSA International and St Gobain-Isover). The team has over 250 man years of experience in diversified engineering solutions, project management, economics, finance and legal affairs.

The team's cumulative expertise includes total supply chain costs, process and quality management, energy efficiency, innovative ideas combined with tried and tested process improvement measures and tools across the glass production industry. CMP aims to apply a consistent approach that guarantees professional and holistic project management.

The CMP business model recognises that independent glass manufacturers typically do not have the range of technical and best practice expertise in house to maintain competitive advantage over the small number of dominant blue-chip players in today's market. However through CMP's relationship with a number of specialist glass manufacturers and implementing its technical expertise it allows a number of independent glass manufacturers to maintain significant market share in this growing industry field.

Over the last few years, CMP has undertaken a large number of successful projects on behalf of its growing client base. This has led to increased production capabilities and an improvement in tbe quality of output. CMP's previous projects range from new build feasibility studies, technical & engineering plant upgrades, project management and consulting partnerships.

CMP operates as a global business and has supported project work in Eastern Europe, Middle East, South America and South Africa.

Shortlist of realised projects:

Emhart Glass	Mexico	Forming machine basement construction/commissioning
Agenda Glas	Germany	Engineering and project management: New build container glass plant
Consol Glass	South Africa	Study: Flue gas cleaning system
Schwenk Dämmtechnik	Germany (Bernburg)	Engineering and project management: Euro 100 million new build glass insulation plant
Zippe	Venezuela	Feasibility study: Glass cullet production plant
Schwenk WieGlass	Germany	Reconstruction/Improvement of an insulation glass plant
Schwenk Dämmtechnik		Germany (Bernburg, Wiesbaden) Plant commissioning & performance management
Grupa Sort	Poland	Engineering and project management: New build container glass plant
Sort Glass Trading	Poland	Consulting & technical support
Saint Gobain Oberland (Veralia)	Germany	Feasibility study: alteration of a furnace to gas operation.

3. PROCESS OVERVIEW

Glass fibre insulation manufacturing at Superglass has changed little over 15 years. While the basic principles starting with molten glass and spinning a fine glass fibre remains throughout the industry, others have made significant advances in reducing costs and improving product quality & desirability.

Throughout 2011 the Company has committed time and resources to have its operations benchmarked against the best technologies and lowest cost producers in the market. CMP's review concludes that Superglass's products have a production cost approximately 20 per cent. higher than best practice.

Raw material: Recycled bottle glass is the main ingredient for glass fibre insulation. Recycled bottles from domestic and industrial collection schemes are screened, sorted and processed by a third party supplier for delivery to Superglass as a ground glass "cullet". Soda ash, borax and other minor additives are mixed with the cullet to give fluidity and optimise the process mix.

Processing: Glass Inc., a USA based company, has provided the Group with glass wool manufacturing technology and production expertise since the formation of the plant in 1987.

Raw materials are fed into two oxy-gas fired refractory furnaces which melt the raw materials at a temperature of 1,200o C (oxygen is manufactured on site). Waste gases from the process are drawn from the process and are then drawn off into a Dry Electrostatic precipitator (DESP) for cleansing prior to their release into the atmosphere. With regard to site emissions, these are regulated under licence from the Scottish Environmental protection Agency (SEPA).

The melted material from the furnaces is fed into fiberisers, which are heat resistant, perforated discs that rotate at speed. Centrifugal forces cause the molten material to pass through fine holes creating fibre. The fibres are attenuated into finer fibres by gas combustion attenuation systems and the fine strands then quickly solidify.

Cured resin system: With the exception of cavity wall blowing wool, resin is added to the output from the fiberisers during the spinning process. The fibre and resin combination is sucked onto two perforated belts that pass through curing ovens at variable speeds dependent on final product thickness and density. Hot air in the ovens then cures the resin bonding the fibres into a mat.

Blowing wool for cavity wall installations is made in dedicated fiberisers separated from the main line cured product fiberisers.

Refining and packaging: The product is trimmed and shaped to create a uniform product before being cut to specified slab or roll lengths as required. The finished item is then sold as slabs or in roll lengths.

The rolled product is a fully automated packaging process while the slab product is packaged off line in a simple semi-automated process.

Blowing wool is ducted from its dedicated fiberisers for packaging into bales separate from the main line. A second lower grade of blowing wool is made off line from line trimmings and waste materials.

4. CMP – SUPERGLASS BENCHMARKING EXERCISE

In March 2011 Superglass commissioned CMP to undertake a technical due diligence of its operations. The exercise was completed as a combination of site visits and table top comparative studies of key performance indicators against related industry best practices.

The study concluded that there are a number of opportunities for Superglass to realise significant process efficiency improvements through a range of Capex projects with attractive returns on investment.

The exercise identified three main areas of opportunity:

l Improving energy efficiencies.
l Material utilisation and waste reduction.
l Use of labour.

5. IMPROVEMENT & INVESTMENT OPPORTUNITIES

CMP has identified that under investment at Superglass has resulted in it not keeping up with the progress of change in available technologies that are readily available to deliver improvements in process efficiencies.

Today this presents strong Capex investment cases for Superglass to significantly reduce manufacturing costs; specifically in power consumption and material utilisation.

Furthermore, year-on-year process waste reduction is well behind industry best practice and likewise presents significant opportunity for improvement.

Management has instructed CMP that a number of identified projects carry commercial sensitivity and cannot be expanded upon in this report.

However, energy consumption is a particular focus for improvement. Against a background of rapidly rising input costs, glass manufacturers and other high energy consuming manufacturing processes have demonstrated significant reduction in overall energy consumption. Superglass has not kept pace with best in class. CMP is proposing a number of realistic improvement opportunities.

Furthermore, while significant investment in the finishing and packaging "cold end" in 2007 delivers efficient automated packaging of rolled insulation product, steadily rising demand for slab products continues to be serviced with a labour intensive operation. Significant opportunity to automate has been identified.

The projects are made more attractive because they also support the opportunity for major advancements in two other important areas; increased factory capacity and improved product quality.

While overall operational efficiency at Superglass has improved steadily since 2009 despite low overall capital investment, CMP has identified a number of readily achievable opportunities for Superglass to realise capacity increases alongside the priority cost reduction projects recommended.

Improvement in product quality realises opportunities to increase compression of final product thus reducing Superglass's delivered costs and supporting customers who likewise seek opportunities to drive down onward transport costs.

Improving energy efficiency:

Glass wool manufacturing consumes a significant amount of power. Approximately 20 per cent. of the delivered cost of the final product is energy consumed in the process.

Superglass has an oxy-gas furnace of a traditional design that has not changed significantly over the last 15 years. Outside of the furnace the fiberising process is a significant consumer of heat and power. Benchmarking energy consumption at Superglass concludes that the business has fallen far behind industry best practice.

UK glass manufacturers have demonstrated reduction in energy per tonne of finished product, of some 30 per cent. over the last 5-10 years. However, during this time Superglass has only managed to improve energy per tonne of finished products by around 10 per cent.

Management has instructed CMP that a number of identified projects carry commercial sensitivity and cannot be expanded upon in this report.

However, CMP propose to support Superglass by undertake a 3D modelling study of the furnace to identify opportunities to modify burned design and configuration to achieve a reduction in furnace energy consumption.

Furthermore, Superglass consumes significant electricity in the generation and usage of compressed air. CMP has identified compelling investment opportunities for the Group based on reduction in compressed air consumption.

Material utilisation and waste reduction:

Glass fibre insulation products in the market are increasingly being manufactured at lower density but for the same thermal efficiency resulting in significantly reduced material costs. Furthermore, this approach supports an ability to increase compression of final product, driving down packaging costs and greatly improving transport space utilisation and costs. Improving product quality in this way also directly improves product "desirability" as described by customers.

Table-top studies of Superglass's manufacturing costs have identified a number of material utilisation opportunities for the company.

Raw material handling, mixing and furnace feed systems at Superglass adversely impact material efficiencies. Good material control and blending vital to maintaining good furnace chemistry and energy efficiency is not being achieved.

Resin blending and application of resin onto the fibre falls short of best practice. Improving resin utilisation with low levels of process waste is a market known technology and CMP believes that it could easily be introduced to Superglass.

Best practice sites in Europe are now operating with zero process waste losses.

Significant opportunity has been identified to reduce process waste losses. A project has been scoped to reduce waste by returning product waste trimmings & other line waste material to the process, filtering and recycling fibre from effluent water and recycling furnace waste.

CMP conclude that the achievable cost savings associated in reducing process waste present an attractive return on the investment required.

Use of labour

Superglass has an efficient packaging capability for rolled insulation products. Robotic packaging machines and automatic palletisation were commission in 2007 as part of a capital investment programme focused on the "cold end" of the process.

CMP understands that there is a steadily rising demand for slab (as opposed to rolled) material, however, slab packing is currently undertaken as a simple off-line process requiring high labour input. Furthermore, manually packing slabs imposes a restriction on line speeds to 75 per cent. of normal output capacity.

A feasibility study has identified that sales of slab material now justifies the introduction of automatic compression and packaging of slab product. A slab packing facility capable of supporting either of the two production lines will be capable of operating at maximum line capacity, improving output rates and reducing labour costs.

6. OTHER OPPORTUNITIES

Improving product quality and "desirability"

Overall product quality at Superglass has fallen behind progress made by the other UK competitors.

Less than optimum glass fibre quality denies Superglass the opportunity to drive down material utilisation costs and support the increase in product compression so important to lowering distribution costs.

Furthermore customers are increasingly attracted to products with the characteristics of "desirability" as described by those who use and handle the product.

Projects already recognised for their contribution to reducing energy consumption and improving process and material efficiency will equally support Superglass's journey to a more desirable product.

Capacity gains:

While the proposed Capex investment is based on maximizing short term cash generation, the projects collectively offer the additional benefit of improving operational efficiencies by up to 10 per cent. With significant fixed costs associated with glass manufacturing, where advantage can be taken of additional capacity there is a marked gearing effect on unit costs.

Other considerations:

l Proposed investments are all known technologies familiar to CMP. Experience has already been gained in installing these technologies across a number of European locations.
l There is little disruption to existing processes during installation and commissioning of proposed projects.
l There is no reason to believe that new equipment or changes to current processes will challenge the current management team or workforce post commissioning.

7. SUMMARY

Through a detailed benchmarking exercise CMP has been able to identify a number of investment areas for Superglass offering strong returns. Proposed investments are in well trodden technology areas where CMP has good understanding and experience.

Table of cost reduction opportunities:

	Capex Investment	Annual Savings
Improving energy efficiency		£1,200k
Process efficiencies and waste reduction		£1,550k
Improved disc life		£700k
Labour efficiencies	1111	£150k 1111
TOTAL	£5,600k 3333	£3,600k 3333

PART IX

QUESTIONS AND ANSWERS ABOUT THE FIRM PLACING, PLACING AND OPEN OFFER

The questions and answers set out in this Part IX are intended to be in general terms only and, as such, you should read Part X of this document for full details of what action to take. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, fund manager, solicitor, accountant or other appropriate independent financial adviser, who is authorised under the FSMA if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

This Part IX deals with general questions relating to the Firm Placing, Placing and Open Offer and more specific questions relating principally to persons resident in the United Kingdom who hold their Existing Ordinary Shares in certificated form only. If you are an Overseas Shareholder, you should read paragraph 5 of Part X of this document and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your Open Offer Entitlements. If you hold your Existing Ordinary Shares in uncertificated form (that is, through CREST) you should read Part X of this document for full details of what action you should take. If you are a CREST sponsored member, you should also consult your CREST sponsor. If you do not know whether your Existing Ordinary Shares are in certificated or uncertificated form, please call the Shareholder Helpline on 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service network extras. Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Issue nor give any financial, legal or tax advice. The contents of this document should not be construed as legal, business, accounting, tax, investment or other professional advice. Each prospective investor should consult their, her or its own appropriate professional advisers for advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action.

1. What is a firm placing, placing and open offer?

A firm placing, placing and open offer is a way for companies to raise money. Companies usually do this by giving their existing shareholders a right to acquire further shares at a fixed price in proportion to their existing shareholdings (the open offer) and providing for new investors to acquire new shares in the company (the firm placing and the placing). The fixed price is normally at a discount to the market price of the existing ordinary shares prior to the announcement of the open offer.

This Open Offer is an invitation by Superglass to Qualifying Shareholders to apply to acquire an aggregate of up to 9,454,549 Open Offer Shares at a price of 20 pence per Open Offer Share. If you hold Ordinary Shares on the Open Offer Record Date or have a bona fide market claim, other than, subject to certain exceptions, where you are a Shareholder with a registered address in or are located in the United States, or any other Excluded Territory, you will be entitled to buy Open Offer Shares under the Open Offer.

The Open Offer is being made on the basis of 62 Open Offer Shares for every 380 Existing Ordinary Share held by Qualifying Shareholders on the Open Offer Record Date. If your entitlement to Open Offer Shares is not a whole number, you will not be entitled to buy an Open Offer Share in respect of any fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number.

Open Offer Shares are being offered to Qualifying Shareholders in the Open Offer at a discount to the share price on the last Business Day before the announcement of the terms of the Issue. The Issue Price of 20 pence per Open Offer Share represents a 52.9 per cent. discount to the closing middle-market price of 2.125 pence per Ordinary Share (the Closing Price being prior to the Share Consolidation described in paragraph 9 of Part VII of this document) on 4 November 2011 (being the last Business Day before the date of this document). This discount has been set by the Directors following careful consideration of the Company's financial position. The Directors are in agreement that the level of discount is appropriate in order to secure the investment necessary in the Company, having regard to the financial and trading position of the Company and the need for certainty within a limited time frame.

Applications by Qualifying Shareholders will be satisfied in full up to the amount of their individual Open Offer Entitlement.

Unlike in a rights issue, Application Forms are not negotiable documents and neither they nor the Open Offer Entitlements can themselves be traded.

2. What is a firm placing and a placing? Am I eligible to participate in the Firm Placing or the Placing?

A firm placing or a placing is where specific investors procured by a company's advisers agree to subscribe for placed shares. The firm placed shares and the placed shares do not form part of the Open Offer and are not subject to clawback. Unless you are a Firm Placee or a Placing Placee, you will not participate in the Firm Placing or the Placing.

3. I hold my Existing Ordinary Shares in certificated form. How do I know I am eligible to participate in the Open Offer?

If you receive an Application Form and, subject to certain exceptions, are not a holder with a registered address or located in the United States or any other Excluded Territory, then you should be eligible to participate in the Open Offer as long as you have not sold all of your Existing Ordinary Shares before 8 November 2011 (the time when the Existing Ordinary Shares are expected to be marked "ex-entitlement" by the London Stock Exchange).

4. I hold my Existing Ordinary Shares in certificated form. How do I know how many Open Offer Shares I am entitled to take up?

If you hold your Existing Ordinary Shares in certificated form and, subject to certain exceptions, do not have a registered address and are not located in the United States or any other Excluded Territory, you will be sent an Application Form that shows:

l how many Existing Ordinary Shares you held at the close of business on the Open Offer Record Date;
l how many Open Offer Shares are comprised in your Open Offer Entitlement; and
l how much you need to pay if you want to take up your right to buy all of your Open Offer Entitlement.

If you would like to apply for any of or all of the Open Offer Shares comprised in your Open Offer Entitlement, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document. Completed Application Forms should be posted, along with a cheque or banker's draft drawn in the appropriate form, in the accompanying pre-paid envelope or returned by hand (during normal office hours only), to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (who will also act as receiving agent in relation to the Open Offer) so as to be received by Capita Registrars by no later than 11.00 a.m. on 29 November 2011, after which time Application Forms will not be valid.

5. I hold my Existing Ordinary Shares in certificated form and am eligible to receive an Application Form. What are my choices in relation to the Open Offer?

(a) If you do not want to take up your Open Offer Entitlement

If you do not want to take up your Open Offer Entitlement, you do not need to do anything. In these circumstances, you will not receive any Open Offer Shares. You will also not receive any money when the Open Offer Shares you could have taken up are sold, as would happen under a rights issue. You cannot sell your Application Form or your Open Offer Entitlement to anyone else. If you do not take up your Open Offer Entitlement, then following the issue of the Open Offer Shares pursuant to Open Offer, your interest in the Company will be diluted by approximately 94.2 per cent. (assuming that all of the Open Offer Entitlements are taken up Qualifying Shareholders).

(b) If you want to take up some but not all of your Open Offer Entitlement

If you want to take up some but not all of the Open Offer Shares to which you are entitled, you should write the number of Open Offer Shares you want to take up in Box 2 of your Application Form; for example, if you are entitled to take up 100 shares but you only want to take up 50 shares, then you should write '50' in Box 2. To work out how much you need to pay for the Open Offer Shares, you need to multiply the number of Open Offer Shares you want (in this example, '50') by £0.20, which is the price in pounds of each Open Offer Share (giving you an amount of £10.00 in this example). You should write this amount in Box 3, rounding down to the nearest whole pence and this should be the amount your cheque or banker's draft is made out for. You should then sign the Application Form on page 1 (ensuring that all joint holders sign (if applicable)) and return the completed Application Form, together with a cheque or banker's draft for the relevant amount, in the accompanying pre-paid envelope (for use within the UK only), by post to or by hand (during normal office hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received no later than 11.00 a.m. on 29 November 2011, after which time Application Forms will not be valid. Please do not send cash.

All payments must be in pounds sterling and made by cheque or banker's draft made payable to "Capita Registrars Limited re: Superglass Holdings plc Open Offer" and crossed "A/C Payee Only". Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom, Channel Islands or Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast Clearing houses or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner and must be for the full amount payable for the application. Third party cheques will not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the back of the building society cheque or banker's draft to such effect.

Cheques or bankers' drafts will be presented for payment upon receipt. The Company reserves the right to instruct Capita Registrars to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. Funds will be held in a non-interest bearing bank account. It is a term of the Open Offer that cheques shall be honoured on first presentation, and the Company may elect in its absolute discretion to treat as invalid acceptances in respect of which cheques are not so honoured.

Application monies will be paid into a separate bank account pending the Open Offer becoming unconditional. In the event that it does not become unconditional by 8.00 a.m. on 1 December 2011 or such later time and date as the Company and Brewin Dolphin shall agree (being no later than 8.00 a.m. on 22 December 2011), the Open Offer will lapse and application monies will be returned by post to Applicants, at the Applicants' risk and without interest, to the address set out on the Application Form, within 14 days thereafter.

(c) If you want to take up all of your Open Offer Entitlement

If you want to take up all of your Open Offer Entitlement, all you need to do is sign the Application Form on page 1 (ensuring that all joint holders sign (if applicable)) and send the Application Form, together with your cheque or banker's draft for the amount (as indicated in Box 6 of your Application Form), payable to "Capita Registrars Limited re: Superglass Holdings plc Open Offer" and crossed "A/C payee only", in the accompanying pre-paid envelope (for use within the UK only) by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (who will act as receiving agent in relation to the Open Offer) so as to be received by Capita Registrars by no later than 11.00 a.m. on 29 November 2011, after which time Application Forms will not be valid. If you post your Application Form by first-class post, you should allow at least four Business Days for delivery. Please do not send cash.

All payments must be made in accordance with the instructions contained in answer 5(b) above.

6. I hold my Existing Ordinary Shares in uncertificated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Part X of this document. Persons who hold Existing Ordinary Shares through a CREST member should be informed by the CREST member through which they hold their Existing Ordinary Shares of the number of Open Offer Shares which they are entitled to acquire under the Open Offer and should contact them if they do not receive this information.

7. I acquired my Existing Ordinary Shares prior to the Open Offer Record Date and hold my Existing Shares in certificated form. What if I do not receive an Application Form or I have lost my Application Form?

If you do not receive an Application Form, this probably means that you are not eligible to participate in the Open Offer. Some Qualifying Shareholders, however, will not receive an Application Form but may still be eligible to participate in the Open Offer, namely:

l Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertificated form on 2 November 2011 at 5.00 p.m. (close of business) and who have subsequently converted them to certificated form;
l Qualifying non-CREST Shareholders who bought Existing Ordinary Shares before 5.00 p.m. on 7 November 2011 but were not registered as the holders of those shares at the close of business on 2 November 2011; and
l certain Overseas Shareholders.

If you do not receive an Application Form but think that you should have received one or you have lost your Application Form, please contact the Shareholder Helpline on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service network extras. Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Issue nor give any financial, legal or tax advice.

8. I am a Qualifying non-CREST Shareholder, do I have to apply for all of my Open Offer Entitlement?

You can take up any number of the Open Offer Shares allocated to you under your Open Offer Entitlement. Your maximum Open Offer Entitlement is shown on your Application Form. Any applications by a Qualifying non-CREST Shareholder for a number of Open Offer Shares which is equal to or less than that person's Open Offer Entitlement will be satisfied, subject to the Open Offer becoming unconditional. If you decide not to take up all of the Open Offer Shares comprised in your Open Offer Entitlement, then your proportion of the ownership and voting interest in the Company will be reduced. Please refer to answers (a), (b) and (c) to question 5 for further information.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, the Open Offer Entitlements will not be tradable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear UK & Ireland's Claims Processing Unit. Qualifying Shareholders should be aware that in an Open Offer, unlike a rights issue, Open Offer Shares for which application has not been made under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up their Open Offer Entitlement will have no rights under the Open Offer or receive any proceeds from it.

9. What if I change my mind?

If you are a Qualifying Non-CREST Shareholder, once you have sent your Application Form and payment to the Receiving Agent, you cannot withdraw your application or change the number of Open Offer Shares for which you have applied, except in the very limited circumstances which are set out in Part X of this document.

10. What if the number of Open Offer Shares to which I am entitled is not a whole number: am I entitled to fractions of Open Offer Shares?

If the number is not a whole number, you will not receive a fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number.

11. I hold my Existing Ordinary Shares in certificated form. What should I do if I want to spend less than the amount set out in Box 6 of the Application Form?

If you want to spend less than the amount set out in Box 6, you should divide the amount you want to spend by £0.20 (being the price, in pounds, of each Open Offer Share under the Open Offer). This will give you the number of Open Offer Shares you should apply for. You can only apply for a whole number of Open Offer Shares. For example, if you want to spend £100 you should divide £100 by £0.20. You should round that down to the nearest whole number, to give you the number of shares you want to take up. Write that number in Box 2. To then get an accurate amount to put on your cheque or banker's draft, you should multiply the whole number of Open Offer Shares you want to apply for by £0.20 and then fill in that amount (rounded down to the nearest whole pence) in Box 3 and on your cheque or banker's draft accordingly.

12. I hold my Existing Ordinary Shares in certificated form. What should I do if I have sold some or all of my Existing Ordinary Shares?

If you hold shares in Superglass directly and you sell some or all of your Existing Ordinary Shares before 8 November 2011, you should contact the buyer or the person/company through whom you sell your shares. The buyer may be entitled to apply for Open Offer Shares under the Open Offer. If you sold any of your Existing Ordinary Shares on or after 5.00 p.m. on 2 November 2011, you may still take up and apply for the Open Offer Shares as set out on your Application Form.

13. I hold my Existing Ordinary Shares in certificated form. How do I pay?

Completed Application Forms should be returned with a cheque or banker's draft drawn in the appropriate form. All payments must be in pounds sterling and made by cheque or banker's draft made payable to "Capita Registrars Limited re: Superglass Holdings plc Open Offer A/C" and crossed "A/C Payee Only". Please do not send cash. Cheques or bankers' drafts must be drawn on an account when the applicant has sole or joint title to the funds and on a bank or building society or branch of a bank or building society in the United Kingdom, Channel Islands or Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of the Scottish and Belfast Clearing Houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner. Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the back of the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

14. Will the Existing Ordinary Shares that I hold now be affected by the Open Offer?

If you decide not to apply for any of the Open Offer Shares under your Open Offer Entitlement, or only apply for some of your entitlement, your proportionate ownership and voting interest in Superglass will be reduced following completion of the issue.

15. I hold my Existing Ordinary Shares in certified form. Where do I send my Application Form?

You should send your completed Application Form together with payment in the accompanying pre-paid envelope, by post or by hand (during normal office hours only), together with the payments by cheque or banker's draft in the appropriate form to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. If you post your Application Form by first-class post, you should allow at least four Business Days for delivery.

If you do not want to take up or apply for Open Offer Shares then you need take no further action.

16. I hold my Existing Ordinary Shares in certificated form. When do I have to decide if I want to apply for Open Offer Shares?

The Receiving Agent must receive the Application Form by no later than 11.00 a.m. on 29 November 2011, after which time Application Forms will not be valid. If an Application Form is being sent by first-class post in the UK, Qualifying Shareholders are recommended to allow at least four Business Days for delivery.

17. I hold my Existing Ordinary Shares in certificated form. When will I receive my new share certificate?

It is expected that Capita Registrars will post all new share certificates within seven days of Admission.

18. How do I transfer my entitlements into the CREST system?

If you are a Qualifying Non-CREST Shareholder, but are a CREST member and want your Open Offer Shares to be in uncertificated form, you should complete the CREST deposit form (contained in the Application Form), and ensure it is delivered to the CREST Courier and Sorting Service ("CCSS") in accordance with the instructions in the Application Form. CREST sponsored members should arrange for their CREST sponsors to do this.

19. If I buy Ordinary Shares after the Open Offer Record Date, will I be eligible to participate in the Open Offer?

If you bought shares prior to the 'ex' entitlement date you may be entitled to apply for Open Offer Shares. In either case you should contact the agent through which the purchase was made for further information.

20. Will the Firm Placing, Open Offer and Placing affect dividends on the Ordinary Shares?

The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

21. Will I be taxed if I take up my entitlements?

Information on taxation with regard to the Open Offer is set out in paragraph 15 of Part XIV of this document. This information is intended as a general guide only and Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser immediately.

22. What should I do if I live outside the United Kingdom?

Your ability to apply to acquire Open Offer Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Open Offer Entitlement. Shareholders with registered addresses or who are located in the United States or any other Excluded Territory are, subject to certain exceptions, not eligible to participate in the Open Offer. Your attention is drawn to the information in paragraph 5 of Part X of this document.

23. Further assistance

All enquiries in relation to the procedure for application and completion of Application Forms should be addressed to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU , or by telephone on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service network extras. Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the issue nor give any financial, legal or tax advice.

PART X

THE OFFER

1. The Open Offer

Subject to the terms and conditions set out below and, where relevant, in the Application Form, the Company hereby invites Qualifying Shareholders to apply for Open Offer Shares pro rata to their existing shareholdings at a price of 20 pence per share, payable in full in cash on application, free of all expenses, on the basis of:

62 Open Offer Shares for every 380 Existing Ordinary Share

held by Qualifying Shareholders at the Open Offer Record Date and so in proportion for any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of Open Offer Shares.

Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer.

Fractions of New Ordinary Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of New Ordinary Shares.

Qualifying Shareholders may apply for any whole number of Open Offer Shares will be scaled down according to the Directors' discretion. The action to be taken in relation to the Open Offer depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST.

If you have received an Application Form with this document please refer to paragraph 3.1 of this Part X.

If you hold your Ordinary Shares in CREST and have received a credit of Open Offer Entitlements to your CREST stock account, please refer to paragraph 3.2 of this Part X and also to the CREST Manual for further information on the CREST procedures referred to below.

Following the issue of New Ordinary Shares to be allotted pursuant to the Firm Placing, Placing and Open Offer, Qualifying Shareholders who take up their full Open Offer Entitlements will suffer a dilution of up to 75.4 per cent. to their interests in the Company (assuming that all Open Offer Entitlements are taken up by Qualifying Shareholders and the maximum number of Placing Shares are issued under the Placing).

Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of up to 94.2 per cent. to their interests in the Company (assuming that all of the Open Offer Entitlements are taken up by Qualifying Shareholders and the maximum number of Placing Shares are issued under the Placing).

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement the Open Offer Entitlements will not be tradable and applications in respect of the Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear UK & Ireland's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

The Existing Ordinary Shares are listed on the Official List and admitted to trading on the main market of the London Stock Exchange. Applications have been made to the UK Listing Authority for the New Ordinary Shares to be listed on the Official List and to be admitted to trading on the main market of the London Stock Exchange. It is expected that Admission will become effective at 8.00 a.m. on 1 December 2011 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 1 December 2011.

The Existing Ordinary Shares are already admitted to CREST. Application has been made for the New Ordinary Shares to be admitted to CREST on Admission. The Existing Ordinary Shares and the New Ordinary Shares, when issued and fully paid, may be held and transferred by means of CREST.

Application has been made for the Open Offer Entitlements to be admitted to CREST. The Open Offer Entitlements are expected to be admitted to CREST with effect from 8 November 2011.

2. Conditions of the Open Offer

The Open Offer is conditional upon the Placing Agreement becoming or being declared unconditional in all respects by 8.00 a.m. on 1 December 2011 (or such later time and/or date as the Company and Brewin Dolphin may agree, being not later than 8.00 a.m. on 22 December 2011) and the Placing Agreement not being terminated in accordance with its terms prior to Admission. The Placing Agreement is conditional, inter alia, upon:

(i) the passing of the Resolutions;
(ii) Admission becoming effective on or before 8.00 a.m. on 1 December 2011 (or such later date and/or time as the Company and Brewin Dolphin may agree, being no later than 8.00 a.m. on 22 December 2011); and
(iii) the Placing Agreement having become unconditional in all other respects and not having been terminated in accordance with its terms prior to Admission.

Further details of the Placing Agreement are set out in paragraph 13.1.1 of Part XIV of this document.

Further terms of the Open Offer are set out in this Part X and in the Application Form. If the Placing Agreement is not declared or does not become unconditional in all respects by 8.00 a.m. on 1 December 2011 or such later time and date as the Company and Brewin Dolphin shall agree (being no later than 8.00 a.m. on 22 December 2011), or if it is terminated in accordance with its terms prior to Admission, the Open Offer will be revoked and will not proceed. Revocation cannot occur after dealings in New Ordinary Shares have begun.

3. Procedure for application and payment

The action to be taken by Qualifying Shareholders in respect of the Open Offer depends on whether at the relevant time a Qualifying Shareholder has an Application Form in respect of their entitlement under the Open Offer or has Open Offer Entitlements credited to their CREST stock account.

CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open Offer in respect of their Open Offer Entitlements should refer to the CREST Manual for further information on the CREST procedures referred to below.

If for any reason it becomes necessary to adjust the expected timetable as set out in this document the Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.

3.1. If you have an Application Form in respect of your Open Offer Entitlement(s)

(A) General

Subject as provided in paragraph 5 of this Part X in relation to certain Overseas Shareholders, Qualifying non-CREST Shareholders will have received an Application Form enclosed with this document. The Application Form shows the number of Existing Ordinary Shares registered in their name at the close of business on the Open Offer Record Date. It also shows the maximum number of Open Offer Shares for which you are entitled to apply on a pro rata basis under the Open Offer, as shown by the total number of Open Offer Entitlements allocated to them. Qualifying Non-CREST Shareholders may apply for less than their maximum entitlement should they wish to do so. Qualifying Non-CREST Shareholders may also hold such an Application Form by virtue of a bona fide market claim.

The instructions and other terms set out in the Application Form form part of the terms and conditions of the Open Offer.

(B) Market Claims

Applications to acquire Open Offer Shares may only be made on the Application Form and may only be made by the Qualifying Non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer by the London Stock Exchange, being 8 November 2011 but only to satisfy a bona fide market claim. Application Forms may be assigned, transferred or split up to 3.00 p.m. on 25 November 2011. The Application Form is not a negotiable document and cannot be separately traded. A Qualifying Non-CREST Shareholder who has sold or transferred all or part of their holding of Existing Ordinary Shares prior to 8 November 2011, being the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to the Open Offer by the London Stock Exchange, should consult their broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying Non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however, subject to certain exceptions, be forwarded to or transmitted in or into the Excluded Territories.

If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in paragraph 3.2 below.

(C) Application Procedures

A Qualifying Non-CREST Shareholder wishing to apply for all or some of their entitlement to Open Offer Shares under the Open Offer should complete and sign the Application Form in accordance with the instructions printed on it and send it, together with the appropriate remittance, by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive no later than 11.00 a.m. on 29 November 2011, after which time Application Forms will not be valid. A reply paid envelope is enclosed for use by Qualifying non-CREST Shareholders in connection with the Open Offer.

If any Application Form is sent by first class post within the United Kingdom, Qualifying Non-CREST Shareholders are recommended to allow at least four Business Days for delivery.

The Company may, but shall not be obliged to, elect in its absolute discretion to accept Application Forms received after 11.00 a.m. on 29 November 2011. The Company may also (in its sole discretion) elect to treat an Application Form as valid and binding on the person(s) by whom or on whose behalf it is lodged, even if it is not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it does not strictly comply with the terms and conditions of the Open Offer. Applications will not be acknowledged.

The Company also reserves the right (but shall not be obliged) to accept applications in respect of which remittances are received prior to 11.00 a.m. on 29 November 2011 from an authorised person (as defined in the FSMA) specifying the number of Open Offer Shares concerned, and undertaking to lodge the relevant Application Form in due course, but in any event, within two Business Days.

Multiple applications will not be accepted. All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk. If Open Offer Shares have already been allotted to a Qualifying Non-CREST Shareholder and such Qualifying Non-CREST Shareholder's cheque or banker's draft is not honoured upon first presentation or such Qualifying Non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, the Company shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements, for the sale of such Qualifying Non-CREST Shareholder's Open Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. None of Capita Registrars, Brewin Dolphin or the Company, nor any other person, shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying Non-CREST Shareholder as a result.

(D) Payments

All payments must be in pounds sterling and cheques or banker's drafts should be made payable to "Capita Registrars Limited re: Superglass Holdings plc Open Offer" and crossed "A/C payee only". Cheques or banker's drafts must be drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner. Third party cheques will not be accepted with the exception of building society cheques or bankers drafts where the building society or Bank has confirmed the name of the account holder by stamping or endorsing the back of the building society cheque or bankers draft to such effect. Please do not send cash.

Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct Capita Registrars to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. It is a term of the Open Offer that cheques shall be honoured on first presentation, and the Company may elect in its absolute discretion to treat as invalid acceptances in respect of which cheques are not so honoured.

Application monies will be paid into a separate bank account pending the Open Offer becoming unconditional. In the event that it does not become unconditional by 8.00 a.m. on 1 December 2011 or such later time and date as the Company and Brewin Dolphin shall agree (being no later than 8.00 a.m. on 22 December 2011), the Open Offer will lapse and application monies will be returned by post to applicants, at the applicants' risk and without interest, to the address set out on the Application Form, within 14 days thereafter.

(E) Effect of Application

All documents and remittances sent by post by or to an Applicant (or as the applicant may direct) will be sent at the applicant's own risk. By completing and delivering an Application Form, you (as the applicant(s)):

(i) represent and warrant to the Company and Brewin Dolphin that you have the right, power and authority, and have taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise your rights, and perform your obligations under any contracts resulting therefrom and that you are not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a nondiscretionary basis;

(ii) agree with the Company and Brewin Dolphin that all applications under the Open Offer, and any contracts or non-contractual obligations resulting therefrom, shall be governed by, and construed in accordance with, the laws of England and Wales;
(iii) represent and warrant to the Company and Brewin Dolphin that you are the Qualifying Shareholders originally entitled to the Open Offer Entitlements or have received such Open Offer Entitlements by virtue of a bona fide market claim;
(iv) represent and warrant to the Company and Brewin Dolphin that if you have received some or all of your Open Offer Entitlements from a person other than the Company, you are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;
(v) confirm to the Company and Brewin Dolphin that no person has been authorised to give any information or to make any representation concerning the Company or the New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or Brewin Dolphin;
(vi) request that the Open Offer Shares to which you will become entitled be issued to you on the terms set out in this document and the Application Form, subject to the Articles;
(vii) represent and warrant to the Company and Brewin Dolphin that you are not, nor are you applying on behalf of any person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States, or under any laws of any other Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law and you are not applying with a view to reoffering, reselling, transferring or delivering any of the Open Offer Shares which are the subject of the application to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States, or under any laws, of any other Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law (except where proof satisfactory to the Company has been provided to the Company and that you are able to accept the invitation by the Company of any requirement which it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares under the Open Offer;
(viii) represent and warrant to the Company and Brewin Dolphin that you are not and nor are you applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67 (depository receipts), section 70 (clearance services), section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
(ix) confirm to the Company and Brewin Dolphin that in making such application you are not relying on any information or representation in relation to the Company other than that contained in (or incorporated by reference in) this document and agree that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such other information or representation not so contained and further agree that, having had the opportunity to read this document, you will be deemed to have had notice of all the information concerning the Company in (or incorporated by reference in) this document; and
(x) confirm that in making the application you are not relying and have not relied on Brewin Dolphin or any person affiliated with Brewin Dolphin in connection with any investigation of the accuracy of any information contained in this document or your investment decision.

If you do not wish to apply for any of the Open Offer Shares to which you are entitled under the Open Offer, you should not complete and return the Application Form.

Shareholders are nevertheless requested to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it (to Capita Registrars by no later than 10.00 a.m. on 28 November 2011) for use at the General Meeting to be held at 10.00 a.m. on 30 November 2011 at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London, EC1A 9BD.

If you are in doubt as to whether or not you should apply for any of the Open Offer Shares under the Open Offer, you should consult your independent financial adviser immediately. All enquiries in relation to the procedure for application for Qualifying Non-CREST Shareholders under the Open Offer should be addressed to Capita Registrars on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service network extras. Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Issue nor give any financial, legal or tax advice.

3.2. If you have your stock account in CREST credited in respect of your Open Offer Entitlement(s):

(A) General

Subject as provided in paragraph 5 of this Part X in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to their stock account in CREST of their Open Offer Entitlements equal to the basic number of Open Offer Shares for which he is entitled to apply under the Open Offer.

The CREST stock account to be credited will be an account under the Participant ID and Member Account ID that apply to the Existing Ordinary Shares held on the Open Offer Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated.

If for any reason the Open Offer Entitlements which should have been but cannot be admitted to CREST by 3.00 p.m. on 24 November 2011 or the stock accounts of Qualifying CREST Shareholders cannot be credited by 3.00 p.m. on 24 November 2011 or such later time as the Company may decide, an Application Form will be sent out to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements which should have been credited to their stock account in CREST. In these circumstances the expected timetable as set out in this document will be adjusted as appropriate with the amendments announced via a Regulatory Information Service and the provisions of this document applicable to Qualifying non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms.

CREST members who wish to apply for some or all of their entitlements to Open Offer Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for Open Offer Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST.

(B) Bona fide market claims

The Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as "cum" the Open Offer Entitlement will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be transferred accordingly.

(C) USE Instructions

CREST members who wish to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) an Unmatched Stock Event ("USE") instruction to Euroclear UK and Ireland which, on its settlement, will have the following effect:

(i) the crediting of a stock account of Capita Registrars under the participant ID and member account ID specified below, with a number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and
(ii) the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of Capita Registrars in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in (i) above

(D) Content of USE instructions in respect of Open Offer Entitlements

The USE instruction must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

(i) the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to Capita Registrars);
(ii) the ISIN of the Open Offer Entitlement. This is GB00B6SMRG49;
(iii) the CREST participant ID of the accepting CREST member;
(iv) the CREST member account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;
(v) the participant ID of Capita Registrars, in its capacity as a CREST receiving agent. This is 7RA33;
(vi) the member account of Capita Registrars, in its capacity as a CREST receiving agent. This is 27503SUP;
(vii) the amount payable by means of a CREST payment on settlement of the USE instruction. This must be the full amount payable on application for the number of Open Offer Shares referred to in (i) above;
(viii) the intended settlement date. This must be on or before 11.00 a.m. on 29 November 2011; and
(ix) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 29 November 2011.

In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) should add the following non-mandatory fields to the USE instruction:

(i) a contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.

CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE instruction may settle on 29 November 2011 in order to be valid is 11.00 a.m. on that day.

(E) Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in their Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing so to deposit the entitlement set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 29 November 2011. After depositing their Open Offer Entitlement into their CREST account, CREST holders will shortly thereafter, receive a credit for their Open Offer Entitlement which will be managed by Capita Registrars.

In particular, having regard to normal processing times in CREST and on the part of Capita Registrars, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 24 November 2011, and the recommended latest time for receipt by Euroclear UK & Ireland of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 23 November 2011, in either case so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements and/or following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 11.00 a.m. on 29 November 2011. CREST holders inputting the withdrawal of their Open Offer Entitlement from their CREST account must ensure that they withdraw both their Open Offer Entitlement.

Delivery of an Application Form with the CREST Deposit Form duly completed whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company and Capita Registrars by the relevant CREST member(s) that it/they is/are not in breach of the provisions of the notes on page 3 of the Application Form, and a declaration to the Company and Capita Registrars from the relevant CREST member(s) that it/they is/are not citizen(s) or resident(s) of the United States, or any other Excluded Territory or any jurisdiction in which the application for New Ordinary Shares is prevented by law, and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

(F) Validity of Application

A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 29 November 2011 will constitute a valid application under the Open Offer.

(G) CREST Procedures and Timings

CREST members and (where applicable) their CREST sponsors should note that Euroclear UK & Ireland does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that their CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 29 November 2011. In this connection CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(H) Incorrect or Incomplete Applications

If a USE instruction includes a CREST payment for an incorrect sum, the Company through Capita Registrars reserves the right:

(i) to reject the application in full and refund the payment to the CREST member in question (without interest);
(ii) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Issue Price, refunding any unutilised sum to the CREST member in question (without interest); or
(iii) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the USE instruction refunding any unutilised sum to the CREST member in question (without interest).
(I) Effect of Valid Application

A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:

(i) represents and warrants to the Company and Brewin Dolphin that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise their rights, and perform their obligations under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a nondiscretionary basis;
(ii) agrees to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Capita Registrars' payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);
(iii) requests that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this document and subject to the memorandum and articles of association of the Company;
(iv) agrees with the Company and Brewin Dolphin that all applications and any contracts or noncontractual obligations resulting therefrom under the Open Offer shall be governed by, and construed in accordance with, the laws of England and Wales;
(v) represents and warrants to the Company and Brewin Dolphin that he is not, nor is he applying on behalf of any person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States or under any laws of any other Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law and he is not applying with a view to reoffering, reselling, transferring or delivering any of the Open Offer Shares which are the subject of this application to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States, or under any laws, of any other Excluded Territory or any jurisdiction in which the application for Open Offer Shares is prevented by law except where proof satisfactory to the Company has been provided to the Company and that he is able to accept the invitation by the Company of any requirement which it (in its absolute discretion) regards as unduly burdensome, nor acting on behalf of any such person on a nondiscretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares under the Open Offer;
(vi) represents and warrants to the Company and Brewin Dolphin that he is not and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67 (depository receipts), section 70 (clearance services), section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
(vii) confirms to the Company and Brewin Dolphin that in making such application he is not relying on any information or representation in relation to the Company other than that contained in this document and agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such other information and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all the information concerning the Company contained in (or incorporated by reference in) this document;
(viii) represents and warrants to the Company and Brewin Dolphin that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlements or that he has received such Open Offer Entitlements by virtue of a bona fide market claim;
(ix) represents and warrants to the Company and Brewin Dolphin that if he has received some or all of their Open Offer Entitlements from a person other than the Company, he is entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;
(x) confirms to the Company and Brewin Dolphin that no person has been authorised to give any information or to make any representation concerning the Company or the New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or Brewin Dolphin; and
(xi) confirms to Brewin Dolphin that in making this application he is not relying and has not relied on Brewin Dolphin or any person affiliated with Brewin Dolphin in connection with any investigation on the accuracy of any information contained in this document or their investment decision.
(J) The Company's discretion as to rejection and validity of Applications

The Company may in its sole discretion, but shall not be obliged to:

(i) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part X;
(ii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine;
(iii) treat a properly authenticated dematerialised instruction (in this sub-paragraph the "first instruction") as not constituting a valid application if, at the time at which Capita Registrars receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either the Company or Capita Registrars have received actual notice from Euroclear UK & Ireland of any of the matters specified in Regulation 35(5)(a) in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
(iv) accept an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to apply for Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Capita Registrars in connection with CREST.

(3.3) Withdrawal Rights

Qualifying Shareholders wishing to exercise statutory withdrawal rights after publication by the Company of a prospectus supplementing this document must do so by lodging a written notice of withdrawal within two Business Days commencing on the Business Day after the date on which the supplementary prospectus is published, which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is CREST member, the Participant ID and the Member Account ID of such CREST member. The notice must be sent to Capita Registrars Corporate Actions by mail or by hand (during normal business hours only) or by electronic communication to [email protected] or by post to Capita Registrars Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received before the end of the withdrawal period. Notice of withdrawal given by any other means or which is deposited with or received by Capita Registrars after expiry of such period will not constitute a valid withdrawal provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant person for the Open Offer Shares applied for in full and the allotment of such Open Offer Shares to such persons becomes unconditional save to the extent required by statute. In such event Shareholders are advised to seek independent legal advice.

4. Money Laundering Regulations

(4.1) Holders of Application Forms

It is a term of the Open Offer that to ensure compliance with the Money Laundering Regulations, the Receiving Agent may, at its absolute discretion, verify the identity of the person by whom or on whose behalf an Application Form is lodged with payment including, without limitation, any applicant who (i) tenders payment by way of cheque or banker's draft drawn on an account in the name of a person or persons other than the applicant, or (ii) appears to Capita Registrars to be acting on behalf of some other person (which requirements are referred to below as the "verification of identity requirements").

If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Registrar. In such case, the lodging agent's stamp should be inserted on the Application Form.

The person(s) (the "applicant") who, by lodging an Application Form with payment, and in accordance with the other terms as described above, accept(s) the Open Offer in respect of the New Ordinary Shares (the "relevant shares") comprised in such Application Form shall thereby be deemed to agree to provide the Receiving Agent and/or the Company with such information and other evidence as they or either of them may require to satisfy the verification of identity requirements.

If Capita Registrars, having (where time allows) consulted with the Company and having taken into account its comments and requests, by 11.00 a.m. on 29 November 2011 determines that the verification of identity requirements apply to any applicant or application, and the verification of identity requirements have not been satisfied (which Capita Registrars shall in its absolute discretion determine), the Company may, in its absolute discretion, and without prejudice to any other rights of the Company, treat the application as invalid or may confirm the allotment of the relevant shares to the applicant but (notwithstanding any other term of the Open Offer) the relevant shares will not be issued to the applicant unless and until the verification of identity requirements have been satisfied in respect of that application (which Capita Registrars shall in its absolute discretion determine).

If the application is not treated as invalid and the verification of identity requirements are not satisfied within such period, being not less than seven days after a request for evidence of identity is dispatched to the applicant, the Company will be entitled to make arrangements (in its absolute discretion as to manner, timing and terms) to sell the relevant shares (and for that purpose the Company will be expressly authorised to act as agent of the applicant). Any proceeds of sale (net of expenses) of the relevant shares which shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to the original payment, whichever is the lower, will be held by the Company on trust for the applicant, subject to the requirements of the Money Laundering Regulations. Capita Registrars is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied. Neither the Company nor Capita Registrars will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of any such discretion or as a result of any sale of relevant shares.

Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, Capita Registrars and Brewin Dolphin from the applicant that the Money Laundering Regulations will not be breached by application of such remittance. If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in your application being treated as invalid or in delays in the despatch of share certificates or in crediting CREST stock accounts.

The verification of identity requirements will not usually apply:

i. if the applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or
ii. if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
iii. if the applicant (not being an applicant who delivers their application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or
iv. if the aggregate subscription price for the relevant shares is less than S15,000 (approximately £12,876 as at 4 November 2011).

In other cases the verification of identity requirements may apply. The following guidance is provided in order to assist in satisfying the verification of identity requirements and to reduce the likelihood of difficulties or delays and potential rejection of an application (but does not limit the right of Capita Registrars to require verification of identity as stated above). Satisfaction of the verification of identity requirements may be facilitated in the following ways:

(A) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or banker's draft, by the building society or bank endorsing on the back of the cheque or draft the applicant's name and the number of an account held in the applicant's name at such building society or bank, such endorsement being validated by a stamp and an authorised signature; or
(B) if payment is not made by a cheque drawn on an account in the name of the applicant and (A) above does not apply, the applicant should enclose with their Application Form evidence of their name and separate evidence of their address from an appropriate third party, for example, a recent bill from a gas, electricity or telephone company, and a bank statement, in each case bearing the applicant's name and address (originals of such documents (not copies) are required; such documents will be returned in due course); or
(C) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to in (i) above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, China, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, Russian Federation, Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the US and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide written confirmation that it has that status with the Application Form and written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will on demand make such evidence available to Capita Registrars or the relevant authority. In order to confirm the acceptability of any written assurance referred to in (C) above or any other case, the applicant should contact Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (telephone Capita Registrars on 0871 664 0321 from within the UK or on +44

20 8639 3399 if calling from outside the UK). Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service network extras. Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Issue nor give any financial, legal or tax advice; or

(D) if an Application Form is/are in respect of relevant shares with an aggregate subscription price of (S15,000 (or its equivalent, being approximately £12,876 as at 4 November 2011) or more and is/are lodged by hand by the applicant in person, they should ensure that they have with them evidence of identity bearing their photograph (for example, their passport) and separate evidence of their address.

If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 29 November 2011, Capita Registrars have not received evidence satisfactory to it as aforesaid, Capita Registrars may, at its discretion, as agent of the Company, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

(4.2) Open Offer Entitlements

If you hold your Open Offer Entitlements in CREST and apply for Open Offer Shares in respect of all or some of your Open Offer Entitlements as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then irrespective of the value of the application, Capita Registrars is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact Capita Registrars before sending any USE or other instruction so that appropriate measures may be taken.

Submission of a USE instruction which on its settlement constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to provide promptly to Capita Registrars such information as may be specified by Capita Registrars as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to Capita Registrars as to identity, Capita Registrars may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the Open Offer Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Open Offer Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

5. Overseas Shareholders

This document has been approved by the FSA, being the competent authority in the United Kingdom. Accordingly, the making of the Open Offer to persons resident in, or who are citizens of, or who have a registered address in, countries other than the United Kingdom may be affected by the law or regulatory requirements of the relevant jurisdiction. The comments set out in this paragraph 5 are intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.

5.1 General

The distribution of this document and the Application Form and the making of the Open Offer to persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirement or other formalities to enable them to apply for Open Offer Shares under the Open Offer.

No action has been or will be taken by the Company, Brewin Dolphin, or any other person, to permit a public offering or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Open Offer Shares) in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

Receipt of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

Application Forms will not be sent to stock accounts in CREST of, persons with registered addresses in the United States or an other Excluded Territory or their agent or intermediary, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.

No person receiving a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to them, nor should they in any event use any such Application Form and/or credit of Open Offer Entitlements to a stock account in CREST unless, in the relevant territory, such an invitation or offer could lawfully be made to them and such Application Form and/or credit of Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other legal or regulatory requirements. In circumstances where an invitation or offer would contravene any registration or other legal or regulatory requirements, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the United Kingdom wishing to apply for Open Offer Shares under the Open Offer to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory.

Neither the Company nor Brewin Dolphin, nor any of their respective representatives, is making any representation to any offeree or purchaser of the Open Offer Shares regarding the legality of an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by their custodian, agent, nominee or trustee, they must not seek to apply for Open Offer Shares in respect of the Open Offer unless the Company and Brewin Dolphin determine that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of this document and/or an Application Form and/or transfers Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this Part X and specifically the contents of this paragraph.

Any person (including, without limitation, custodians, agents, nominees and trustees) outside of the United Kingdom wishing to apply for Open Offer Shares in respect of the Open Offer must satisfy themselves as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories.

The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or any other Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Open Offer Shares or in the case of a credit of Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be, in the United States or any other Excluded Territory or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.

The attention of Overseas Shareholders is drawn to paragraphs 5.2 to 5.6 below. Notwithstanding any other provision of this document or the Application Form, the Company reserves the right to permit any person to apply for Open Offer Shares in respect of the Open Offer if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

Overseas Shareholders who wish, and are permitted, to apply for Open Offer Shares should note that payment must be made in sterling denominated cheques or bankers' drafts or where such Overseas Shareholder is a Qualifying CREST Shareholder, through CREST. Due to restrictions under the securities laws of the United States and the Excluded Territories, and, subject to certain exceptions, Qualifying Shareholders in the United States or who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any other Excluded Territory will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements.

The Open Offer Shares have not been and will not be registered under the relevant laws of the United States or any other Excluded Territory or any state, province or territory thereof and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into the United States or any other Excluded Territory or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any other Excluded Territory except pursuant to an applicable exemption.

No public offer of Open Offer Shares is being made by virtue of this document or the Application Forms into the United States or any Excluded Territory. Receipt of this document and/or an Application Form and/or a credit of an Open Offer Entitlement to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

5.2 United States

The New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Accordingly, the Company is not extending the Open Offer into the US unless an exemption from the registration requirements of the US Securities Act is available and, subject to certain exceptions, neither this document nor the Application Form constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any New Ordinary Shares in the US. Subject to certain exceptions, neither this document nor an Application Form will be sent to, and no New Ordinary Shares will be credited to a stock account in CREST of, any Qualifying Shareholder with a registered address in the US. Subject to certain exceptions, Application Forms sent from or postmarked in the US will be deemed to be invalid and all persons acquiring New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration of the New Ordinary Shares issued upon exercise thereof outside the US.

Subject to certain exceptions, any person who acquires New Ordinary Shares will be deemed to have declared, warranted and agreed, by accepting delivery of this document or the Application Form and delivery of the New Ordinary Shares, that they are not, and that at the time of acquiring the New Ordinary Shares they will not be, in the US or acting on behalf of, or for the account or benefit of a person on a nondiscretionary basis in the US or any state of the US.

The Company reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in, or despatched from, the US, or that provides an address in the US for the receipt of New Ordinary Shares, or which does not make the warranty set out in the Application Form to the effect that the person accepting and/or renouncing the Application Form does not have a registered address and is not otherwise located in the US and is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares in the US or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements. The Company will not be bound to allot (on a non-provisional basis) or issue any New Ordinary Shares to any person with an address in, or who is otherwise located in, the US in whose favour a Application Form or any New Ordinary Shares may be transferred or renounced. In addition, the Company and Brewin Dolphin reserve the right to reject any USE instruction sent by or on behalf of any CREST member with a registered address in the US in respect of the New Ordinary Shares.

Each subscriber or purchaser acknowledges that the Company and Brewin Dolphin will rely upon the truth and accuracy of the foregoing representations and agreements, and agrees that if any of the representations and agreements deemed to have been made by such subscriber or purchaser by its subscription for, or purchase of, the New Ordinary Shares, as the case may be, are no longer accurate, it shall promptly notify the Company and Brewin Dolphin. If such subscriber or purchaser is subscribing for, or purchasing, the New Ordinary Shares as a fiduciary or agent for one or more investor accounts each subscriber or purchaser represents that it has sole investment discretion with respect to each such account and full power to make the foregoing representations and agreements on behalf of each such account.

Each subscriber or purchaser acknowledges that it will not resell the New Ordinary Shares absent registration or an available exemption or safe harbour from registration under the US Securities Act.

In addition, until 40 days after the commencement of the Open Offer, an offer, sale or transfer of the New Ordinary Shares within the US by a dealer (whether or not participating in the Open Offer or the Firm Placing or the Placing) may violate the registration requirements of the US Securities Act.

5.3 Excluded Territories

Due to restrictions under the securities laws of the Excluded Territories and subject to certain exemptions, Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Excluded Territories will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements.

The Open Offer Shares have not been and will not be registered under the relevant laws of any other Excluded Territory or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any other Excluded Territory or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any other Excluded Territory except pursuant to an applicable exemption. No offer of Open Offer Shares is being made by virtue of this document or the Application Forms into any other Excluded Territory.

5.4 Other overseas territories

Application Forms will be sent to Qualifying Non-CREST Shareholders and Open Offer Entitlements will be credited to the stock account in CREST of Qualifying CREST Shareholders. Qualifying Shareholders in jurisdictions other than the United States or the Excluded Territories may, subject to the laws of their relevant jurisdiction, take up Open Offer Shares under the Open Offer in accordance with the instructions set out in this document and the Application Form.

Each person to whom the New Ordinary Shares or the Application Forms are distributed, offered or sold outside the US (other than US Persons) will be deemed by its subscription for, or purchase of, the New Ordinary Shares to have represented and agreed, on its behalf and on behalf of any investor accounts for which it is subscribing for or purchasing the New Ordinary Shares, as the case may be, that:

(i) it is not a US Person and it is acquiring the New Ordinary Shares from the Company or Brewin Dolphin in an "offshore transaction" as defined in Regulation S; and
(ii) the New Ordinary Shares have not been offered to it by the Company or Brewin Dolphin by means of any "directed selling efforts" as defined in Regulation S.

5.5 Representations and warranties relating to Overseas Shareholders

(A) Qualifying Non-CREST Shareholders

Any person completing and returning an Application Form or requesting registration of the Open Offer Shares comprised therein represents and warrants to the Company, Brewin Dolphin and Capita Registrars that, except where proof has been provided to the Company's satisfaction that such person's use of the Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction:

i. such person is not requesting registration of the relevant Open Offer Shares from within the United States or any other Excluded Territory;
ii. such person is not in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares in respect of the Open Offer or to use the Application Form in any manner in which such person has used or will use it;
iii. such person is not acting on a non-discretionary basis for a person located within any other Excluded Territory (except as agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and
iv. such person is not acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories.

The Company and/or Capita Registrars may treat as invalid any acceptance or purported acceptance of the allotment of Open Offer Shares comprised in an Application Form if it:

i. appears to the Company or its agents to have been executed, effected or dispatched from the United States or an other Excluded Territory or in a manner that may involve breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or
ii. provides an address in the United States or any other Excluded Territory for delivery of the share certificates of Open Offer Shares (or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates); or
iii. purports to exclude the representation and warranty required by this subparagraph (A).

(B) Qualifying CREST Shareholders

A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part X represents and warrants to the Company and Brewin Dolphin that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction:

i. neither it nor its client is within the United States or any other Excluded Territory;
ii. neither it nor its client is in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares;
iii. it is not accepting on a non-discretionary basis for a person located within any other Excluded Territory (except as otherwise agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and
iv. neither it nor its client is acquiring any Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories.

5.6 Waiver

The provisions of this paragraph 5 and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company and Brewin Dolphin in their absolute discretion. Subject to this, the provisions of this paragraph 5 supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 5 to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of this paragraph 5 shall apply to them jointly and to each of them.

6. Taxation

Information regarding United Kingdom taxation in connection with the Open Offer is set out in paragraph 15 of Part XIV of this document. If you are in any doubt about your tax position or are subject to a tax in a jurisdiction other than the United Kingdom, you should consult your professional adviser without delay.

7. Listing, Settlement, Dealings and Publication

Applications have been made to the UK Listing Authority for the New Ordinary Shares to be listed on the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market of the London Stock Exchange subject to the fulfilment of the conditions of the Firm Placing, Open Offer and Placing. It is expected that admission to trading on the main market of the London Stock Exchange will become effective and that dealings therein for normal settlement will commence at 8.00 a.m. on 1 December 2011. In the case of Shareholders wishing to hold the New Ordinary Shares in certificated form, definitive certificates in respect of the New Ordinary Shares will be issued free of stamp duty and are expected to be despatched by post within seven days of Admission. No temporary documents of title will be issued and, pending such despatch, transfers will be certified against the share register.

Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 29 November 2011 (the latest date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied (expected to be 29 November 2011). On this day, Capita Registrars will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of such persons with such persons' entitlement to Open Offer Shares with effect from Admission (expected to be 1 December 2011). The stock accounts to be credited will be accounts under the same participant IDs and member account IDs in respect of which the USE instruction was given.

Notwithstanding any other provision of this document, the Company reserves the right to send Qualifying CREST Shareholders an Application Form instead of crediting the relevant stock account with Open Offer Entitlements and to allot and/or issue any Open Offer Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by Capita Registrars in connection with CREST. This right may also be exercised if the correct details (such as participant ID and member account ID details) are not provided as requested in the Application Form.

For Qualifying non-CREST Shareholders who have applied by using an Application Form, share certificates in respect of the Open Offer Shares validly applied for are expected to be despatched by post within seven days of Admission. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers will be certified against the register. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying non-CREST Shareholders are referred to the Application Form.

The completion and results of the Firm Placing, Placing and Open Offer will be announced and made public through an announcement on a Regulatory Information Service as soon as possible after the results are known following the General Meeting at 10.00 a.m. on 30 November 2011 at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London, EC1A 9BD.

8. Times and dates

The Company shall, in agreement with Brewin Dolphin and after consultation with its legal advisers, be entitled to amend the dates on which Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the UKLA, and make an announcement on a Regulatory Information Service approved by the UKLA and, if appropriate, by Shareholders but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Open Offer specified in this document, the latest date for acceptance under the Open Offer shall be extended to the date that is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

9. Further information

Your attention is drawn to the further information set out in this document and also, in the case of Qualifying non-CREST Shareholders and other Qualifying Shareholders to whom the Company has sent Application Forms, to the terms, conditions and other information printed on the accompanying Application Form.

10. Governing law and jurisdiction

The terms and conditions of the Open Offer as set out in this document, the Application Form and any noncontractual obligations related thereto shall be governed by, and construed in accordance with, the laws of England and Wales.

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer, this document or the Application Form including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with the Open Offer, this document or the Application Form. By taking up Open Offer Shares in accordance with the instructions set out in this document and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

PART XI

INFORMATION ON SUPERGLASS

(1) Financial Information

The annual reports and accounts, including audited consolidated accounts (including their respective audit reports), of the Company for the financial periods ended 31 August 2008, 31 August 2009 and 31 August 2010 are incorporated in this document by reference. Also, the interim report and accounts, including the unaudited consolidated accounts of the Company for the financial period ended 28 February 2011 are incorporated in this document by reference. The 2008, 2009 and 2010 annual reports and financial statements are available from the Company's website www.Superglass.co.uk.

The following pages are incorporated by reference from the annual report and accounts of the Company for the year ended 31 August 2010: the auditors' report on pages 29, the consolidated statement of comprehensive income on page 31, the consolidated balance sheet on page 32, the consolidated statement of changes in equity on page 34, the consolidated cash flow statement on page 33, the Group accounting policies on pages 35 to 38 inclusive, and the notes to the financial statements on pages 35 to 50 inclusive.

The following pages are incorporated by reference from the annual report and accounts of the Company for the year ended 31 August 2009: the auditors' report on page 32, the consolidated income statement on page 33, the consolidated balance sheet on page 34, the consolidated cash flow statement on page 35, the Group's accounting policies on pages 36 to 39 inclusive, and the notes to the consolidated financial statements on pages 36 to 52 inclusive.

The following pages are incorporated by reference from the annual report and accounts of the Company for the year ended 31 August 2008: the auditors' report on pages 32, the consolidated income statement on page 34, the consolidated balance sheet on page 35, the consolidated cash flow statement on page 36, the Group accounting policies on pages 37 to 42 inclusive, and the notes to the financial statements on pages 37 to 56 inclusive.

The following pages are incorporated by reference from the interim report and accounts of the Company for the half year ended 28 February 2011: the independent review report on page 13, the condensed consolidated income statement on page 4, the condensed consolidated balance sheet on page 5, the condensed consolidated statement of changes in equity on page 7, the condensed consolidated cash flow statement on page 6, the Group accounting policies on pages 8 to 9 inclusive, and the notes to the financial statements on pages 8 to 11 inclusive.

A full list of documents incorporated by reference is set out on page 152 of this document.

Investors and Qualifying Shareholders should read the whole of this document and use the documents cited above for reference and should not just rely on the summary information contained in this Part XI. The documents included by reference contain an extensive review of the financial periods in question on both an operating and a financial level.

(2) Operating and Financial Review

The information in the review below and elsewhere in this document includes forward looking statements based on current expectations that involve risks and certain uncertainties. See "Forward Looking Statements" on page 18 for a discussion of important factors that could cause actual results to differ materially from the results described in the forward looking statements contained in this document.

The following review of Superglass' financial condition and operating results should be read in conjunction with the financial information incorporated by reference in this document and the other financial information included elsewhere in this document.

Investors should read the whole of this document and the documents incorporated herein by reference and should not rely solely on the summary operating and financial information set out in this Part XI.

The information in this Part XI has been extracted without material adjustment from Superglass' annual report and audited accounts for the financial years ended 31 August 2009 and 31 August 2010 and the unaudited consolidated financial statements of Superglass included in the Superglass interim results for the half year ended 28 February 2011 which have been prepared under IFRS. Investors should read the whole document and not just rely on the key or summarised information below.

History

Superglass is a United Kingdom-based company engaged in the manufacturing and sale of insulation materials in the UK and Irish markets. The Company is a leading independent glasswool insulation solutions provider to the United Kingdom and Irish markets. Superglass manufactures insulation products for roofs and ceilings, external walls, ground floors, party walls, profiled metal clad buildings, cavity fire barriers, blown cavity insulation, separating internal floors. Superglass primarily supplies thermal and acoustic mineral wool products to end users within the construction industry.

The Group's principal wholly owned UK incorporated trading subsidiary, Superglass Insulation, was established by Encon Limited in 1987 when a mineral wool manufacturing facility in Stirling was acquired. Having converted this plant to the production of glass wool products, a successful entry was made into the market through the distribution network of Encon Limited and by winning business from other smaller distributors and contractors by providing a flexible service that enabled relatively small quantities to be ordered on short delivery times. Superglass Insulation remained a subsidiary of Encon Limited until August 2005 when NBG Private Equity Fund LP and certain members of the senior management team, who had largely been responsible for running the business since 1987, acquired the company by way of a management buy-out.

Products

Superglass supplies glass wool quilt rolls, slabs and white and yellow blowing wool. Glass wool quilt rolls are principally used in loft insulation in domestic residential, industrial, commercial and agricultural applications, whilst slabs are used primarily in the insulation of cavity walls in new buildings.

Blowing wool comprises small balls of glass wool fibre that are injected into the cavity walls of existing buildings. It can be supplied either as yellow blowing wool, which is a by-product of the manufacturing process, or as white blowing wool which is made from virgin fibre. White blowing wool has superior thermal performance and commands a selling price premium.

Markets

The Director's estimate that, in total, the UK market for mineral wool was worth approximately £312 million in 2010. The Directors also estimate that this market is also expected to grow significantly due to the UK Government's continuing commitment to reduce carbon dioxide (CO2) emissions and conserve energy by encouraging more effective domestic and commercial insulation.

Mineral wool is currently estimated to account for 39 per cent. of the market for UK insulation products, representing a market worth around £300 million per annum in which Superglass is the third largest supplier, with sales in the year ended 31 August 2010 of over £31.4 million.

The Directors believe that the key drivers underpinning carbon reduction in existing house stock are beginning to strengthening once again, especially as the UK Government's deadline for reducing CO2 emissions draws closer (December 2012). The Directors note that while CERT-related volumes have, to date, not grown in line with the Group's expectations, they still believe that a substantial increase in CERTrelated activity is to take place in the short to medium term.

Government initiatives and market drivers

In March 2011, the UK Government also recently published 'The Carbon Plan', a Government-wide plan of action on climate change. The plan presents ongoing and planned cross-government actions on climate change as well as deadlines for the next five years. The plan states that the UK Government's approach to avoiding the risk of dangerous climate change has at its heart the Climate Change Act 2008, which required Government to reduce greenhouse gas emissions by, inter alia:

l cutting emission by at least 34 per cent. by 2020 and 80 per cent. by 2050 below the 1990 baseline, and
l setting and meeting five-yearly carbon budgets for the UK.

The plan also sets out the UK Government's commitment to saving energy in UK homes. According to the report, the UK's 26 million homes are responsible for 14 per cent. of its greenhouse gas emissions. The majority of these emissions are as a result of burning fossil fuels. In particular, gas-use dominates UK domestic sector energy consumption, making up 81 per cent. of consumption for heat purposes and 68 per cent. of overall domestic consumption.

In seeking to reduce these emissions, the Government intends to focus its effort on two key priorities, which together are likely to have the greatest impact:

l increasing the energy efficiency of the UK's housing stock. This includes ensuring that new-build houses are as energy efficient as possible, with a move to zero carbon homes from 2016 (and zero carbon non-domestic buildings from 2019) but the greatest difference will be made through efforts to retrofit existing housing, prioritising the most cost effective measures such as cavity wall and loft insulation; and
l helping people make the choice to move away from a reliance on fossil fuel-based space and water heating and towards low carbon alternatives. These include air and ground source heat pumps at domestic level, and Combined Heat and Power or a form of network heating in those communities where it is possible.

Carbon reduction

CERT is the UK Government's primary mechanism to obligate energy suppliers and generators to reduce carbon emissions attributable to residential housing in the UK by improving the energy efficiency of existing housing stock. Together these programmes are worth in excess of £1 billion per annum.

Loft insulation and cavity wall insulation are two of the most cost-effective methods to achieve this. The Directors believe that Superglass is well placed to support this channel with the second largest available capacity of blown wool cavity wall insulation in the UK, and a long standing relationship with its approved wool installer, among others.

Whilst the necessary legislation to extend CERT was passed into law in August 2010, anticipated growth from the CERT extension has not materialised in line with the Board's expectations. However, the UK Government's targets still require an estimated 1.4 million cavity wall installations and 2.1 million loft installations by December 2012.

Furthermore, from 2012, the UK Government is to set in place the 'Green Deal', which will revolutionise the energy efficiency of British properties. The Government is establishing a framework to enable private firms to offer consumers energy efficiency improvements to their homes, community spaces and businesses at no upfront cost, and recoup payments through a charge in instalments on the energy bill. Alongside the Green Deal, the Government is planning to replace the existing energy company obligations. The new Energy Company Obligation (ECO) will focus energy companies on improving the ability of the vulnerable and those on lower incomes to heat their homes affordably, and on improving solid wall properties, which have not benefitted much from previous schemes.

The UK Government has also committed to successive improvements in national new-build standards through changes to Part L of The Building Regulations 2010. In October 2010 the new regulations introduced a 25 per cent. improvement in 2006 carbon emissions standards. The next review is set to look at strengthening standards again in 2013 in line with development policy for zero carbon, and consider provisions for the existing stock on the light of the Government's emerging policies on retrofit, including the Green Deal.

It is these Government-led initiatives which the Directors believe to be directly relevant to the Group and its markets.

Customers

	Six months	Six months	Six months	Six months
	ended	ended	ended	ended
	28 February		31 August28 February	31 August
Volume	2011	2010	2010	2009
	%	%	%	%
Installation Contractors	35	36	40	49
Specialist distribution	29	32	25	28
Builders' merchants	24	25	17	13
Export	9	4	15	8
Other	3 111	3 111	3 111	2 111
Total volume	100 333	100 333	100 333	100 333

Due to an increase in the Group's customer base since 2009, the Group's top two customers have reduced from 51.7 per cent. of total turnover in 2008/09 to 37.9 per cent. in 2009/10.

Exports continue to represent only a small percentage of Group revenues. In 2010, Group export sales totalled £1.8 million (£3 million in 2009) representing 5.2 per cent. of total Group revenues (8 per cent. in 2009). The Company will continue to focus its customer base expansion in the UK, as although selling prices in export markets are not too dissimilar to those in the UK, higher transportation costs reduce the contribution to profitability.

Sales Channels

Superglass' trading is focused on three main sales channels:

Carbon reduction

Sales of loft insulation and cavity wall insulation for existing residential housing stock via specialist installation contractors funded primarily via CERT.

Specialist distribution

Key market channels for Superglass are new build housing and commercial construction. The Directors believe that housing activity was much stronger in 2010, with modest growth in 2011, but that continued weakness in mortgage availability and consumer confidence is still affecting the market.

Builders' merchants

Private repair, maintenance and improvement activity is a key driver of activity for builders' merchants. As at 28 February 2011, Superglass has grown volumes significantly with builders' merchants, which now represent around 24 per cent. of total volume compared to 17 per cent. in the equivalent period in the prior year. During the same period, the Group lost one of its smaller independent buying groups. However, this was offset by the introduction of a larger group.

Manufacturing facilities

(i) Overview

The Group's production facility is located on the Thistle Industrial Estate in Stirling on a site totalling approximately 60,000 square metres of which some 23,000 square metres comprises manufacturing facilities, warehousing and offices occupied by the Company. Superglass holds the freehold to the site and unused space is sub-let on short or medium term leases, generating an annual rental income of approximately £110,000.

(ii) Facilities

Superglass has two fully automated production lines, each of which comprises a gas/oxygen fired furnace, fiberisers that consist of rotating bowl shaped perforated discs that convert molten glass into glass fibre, conveyor systems, curing ovens and finishing and packaging equipment. The Company also has a separate production line for the manufacture of blowing wool products.

The fiberising technology incorporated into the production lines is licensed from a US engineering company, Glass Inc. Under the terms of the licence agreement, the Group is granted a non-exclusive, royalty free, perpetual license for the use of this technology in Great Britain. However, the Group remains subject to obligations that require it to continue to source certain equipment from Glass Inc. until at least 1 December 2012.

As reported in the Group's Annual results for the year ending 31 August 2010, a major failure to one of its furnaces in June 2010 restricted output for the final two months of the financial year and impacted profits by an estimated £0.9 million which arose from a combination of lower sales, repairs to damaged plant and increased short-term labour costs. Operational capacity at the plant was fully restored by mid September 2010. Investigations into the cause of the failure are continuing. However, the Directors believe that the works carried out improved the operational performance of the furnace and will extend its working life, and so delaying a planned rebuild of the unit previously scheduled for this calendar year until at least the end of 2013. Furthermore, having refurbished the first furnace, the Group decided to bring forward the refurbishment of the second furnace, and this was completed as planned during December 2010 and January 2011.

The Group's operations were also hampered in the six months ended 28 February 2011 due to the severe weather conditions in December 2010 which impacted the Company's ability to move both raw materials in and finished goods out. The cumulative effect of these outages reduced the Company's available capacity to 40 per cent. during the period. However, the end result for the 6 months ended 28 February 2011 was that the Group achieved a step change in operating efficiencies with plant downtime being reduced by approximately 30 per cent.. This improvement continues to support the Group's growth strategy and the Directors believe that the business has made good progress towards maximising the utilisation of available capacity.

(iii) Manufacturing process

The manufacturing process involves the conversion of molten glass into glass fibres that are then blown out into an insulating blanket.

The process begins with the production of boro-silicate glass from a mixture of recycled glass cullet, soda ash, and borax. These materials are melted in a furnace at a temperature of approximately 1,200°C to form molten glass which is then passed from the furnace through a feeder and into the fiberiser units. These rotating units use centrifugal forces to force the molten glass to pass through the perforations in the fiberisers, forming streams of glass fibre that are attenuated into finer fibres. During this process, small quantities of organic binder are sprayed onto the cooling fibres, bonding them together to form a woolly fleece.

The fleece is collected onto a conveyor, with the initial thickness being controlled by the speed of the conveyor. The fleece then passes into a curing oven, the aperture of which controls the final thickness of the product. The organic binder is cured in the oven, making the matting semi-rigid in a continuous length which is then trimmed for length and size and automatically packed and palletised for despatch or storage.

The manufacturing process is continuous, operating across two 12 hour shifts. The achievement of high plant utilisation is a key factor in efficiency and the control of production costs. The minimisation of plant 'down-time' is, therefore a priority. Production is briefly suspended each week for cleaning of the fiberising and conveyor systems and at other times for planned maintenance and product change-overs. Wastage is also closely controlled; typically, a small quantity of product is scrapped at the start of each production run or after other interruptions to the process. Other instances of wastage due to errors in the manufacturing process are comparatively infrequent.

Manufacturing capacity

In total, the current capacity of Superglass's Stirling glass wool manufacturing facility is in excess of 50,000 tonnes per annum.

Materials and source of supply

The Group typically enters into purchasing agreements for its key raw materials under which it seeks, in particular, to fix key terms such as purchase prices and availability.

Energy

Superglass's manufacturing processes are energy dependent, with total energy costs representing 16 per cent. of sales, and the Directors, therefore, prioritise the close management of energy costs. The Group's two furnaces are gas/oxygen fired and the Group typically enters into 2 year agreements for the supply of natural gas. The current agreement with Total Gas and Power Limited runs to March 2012 and the Company will seek to negotiate supply terms and forward prices beyond this date on completion of the Proposals. The Group does not engage in speculative forward dealing in gas supply contracts.

Electrical power is also required both to generate oxygen for use in the furnace, to drive the conveyors and finishing and packaging equipment. Superglass purchases its electricity requirements through Total Gas and Power Limited and its current supply contract will end in October 2013. The agreement specifies the period of the contract and guarantees a continuous supply. The Company employs forward hedging policies and procedures for both gas and electricity purchasing.

Environmental factors

Superglass holds a permit under the Pollution Prevention and Control (Scotland) Regulations 2000 that regulates all environmental impacts of its facility at the Thistle Industrial Estate and limits the levels of discharges to the environment. Within its plant, Superglass has installed electrostatic precipitators to the furnaces and ovens to control particulate emissions.

The Group's compliance with the requirements of its permit is monitored regularly and it is under an obligation to notify the Scottish Environmental Protection Agency of any significant environmental occurrence or incident on the site. Additionally, the Group holds a trade effluent discharge consent which allows the discharge of effluent into the public sewer.

The effective management and minimisation of the environmental impact of its operations at the Thistle Industrial Estate continues to be a key priority for Superglass in order to comply with the relevant permits and consents. The site, itself, had been used for industrial purposes for a considerable period of time prior to its occupation by the Group and accordingly levels of contamination have been benchmarked in order to establish the level of historical contamination and the extent of any risk to the soil or to groundwater systems.

The Directors believe that the Group continues to have a good working relationship with the Scottish Environmental Protection Agency through the ongoing measures that it takes to control the impact of its manufacturing activities. To the extent that minor instances of excess emissions or other occurrences have arisen in the past, Superglass has cooperated with the regulator to identify and implement the necessary corrective actions. In the period since the plant was re-opened in 1987, there have not been any instances of serious environmental incidents or contamination attributable to the Group's operations.

Health and safety

Superglass's glass wool manufacturing operation employs heavy machinery and involves a number of other potential hazards such as the operation of the furnaces, the processing of molten glass and the use of ammonia in the binding agent used to convert the raw fibre into insulation fleece. In recognition of these hazards, the Group has prioritised health and safety in the work place in recent years to ensure that its employees work in as safe an environment as possible and that the risk and incidence of industrial accident or injury is minimised. Superglass is subject to regular inspection by the Health and Safety Executive. On occasion these inspections may result in the requirement for the implementation of improvements in procedures.

(iv) Quality and product accreditations

Superglass holds a number of quality and product accreditations that, in the opinion of the Directors, demonstrate the quality and integrity of its products and are important to its reputation and market presence:

l BS EN ISO 9001 2001 governing quality management systems;
l BS EN 13162 2001 indicating that the product range meets specified thermal performance standards; and
l BS 6676 Part I, BBA Yellow Blowing Wool certificate 88/1976 and White Blowing Wool certificate 88/8894 which govern the performance, density requirements and water repellent properties for yellow and white blowing wool for use in loft and cavity wall applications.

Group strategy

The Board's strategy is to position Superglass to maximise its share of the potential benefits from structural growth drivers through the following initiatives:

l a recapitalisation of the business as a result of the Proposals set out in this document;
l the delivery of a material improvement in the Group's competitive market position through the lower delivered cost initiative which underpins the Group's capital expenditure plan; and
l continued diversification and strengthening of the Group's market position by broadening its customer base, its penetration of new market channels and the introduction of new value-added products.

Significant factors affecting Superglass' results of operations

Set out below are certain factors which the Directors believe have materially influenced the Group's results or operations, or could affect its results of operations in the future.

Market demand

The Group's products are sold into both the residential and commercial construction sectors. As a result, the Group is exposed to movements in demand, which may arise from changes in Government policy and expenditure plans, the general economic climate and individual business and consumer confidence. Over the past 18 months the Group, in line with its peers, has experienced weaker demand but Superglass has invested in increased sales resource and extended its product range to broaden its customer base and product offering in order to spread the risk from future downturns affecting individual sales channels.

Customer concentration

The reduction of the Group's sales into the CERT channel in the financial year ended 31 August 2010, highlighted the Group's dependence upon this market. Cavity blowing wool made up approximately 50 per cent. of these sales and as Superglass sells all cavity blowing wool in the UK under a solus agreement there is a risk of reliance upon this customer. Whilst recognising the risk involved in customer concentration, the contract includes a rolling two-year notice period and the Group has a long relationship with the customer dating back to 1991. In order to reduce customer concentration the management team has grown the customer base and continues actively to seek sales growth in other areas and diversification within the residential carbon-saving market through the introduction of retail-focused schemes such as SUPERDAD. The Group's top two customers reduced from 51.7 per cent. of total Group turnover in 2008/09 to 37.9 per cent. in 2009/10.

Competitors

The Group operates within a competitive environment and there is a risk to its results and financial performance arising from the actions of its competitors, including competitors' marketing strategies and product development. Competitive pressure can intensify when there is contraction in the overall market size which can lead to lower margins. The Group looks to counter any such movements by ensuring a low cost manufacturing base, industry-leading customer service and flexibility.

Input prices

The Group's operating performance is impacted by the pricing and availability of its key inputs which include energy, recycled glass, resin, borax and polythene packaging, some of which are themselves subject to volatile input cost influences. The Group looks to minimise the adverse effects of such movements in materials through strong long-term relationships with suppliers, forward purchasing, inventory management and multiple suppliers. As the Group's sales are delivered to customers, prolonged disruption of road transport systems or availability of vehicle fuel could result in reduced sales over the period covered. Additionally, a significant increase in vehicle fuel prices can affect profitability.

Reliance on production facilities

The Group experienced a significant failure in one of its two furnaces during the financial year ended 31 August 2010. This had a material effect on profitability of an estimated £0.9 million. The potential effect of this disturbance to production was partially offset by the availability of other production capacity at the plant. Monitoring controls have been improved and the Group will move away from its full life replacement programme to a policy of more regular, but smaller planned furnace refurbishments.

Quality control

Superglass is at potential risk with regard to a possible failure of its products leading to reputational damage and warranty claims. The Group has implemented rigorous quality control procedures for both raw materials and its own manufacturing processes. These established quality control systems are assessed and improved on an ongoing basis, supported by external audits to ensure that Superglass meets the highest British standards and ISO accreditation.

For further details as to the risks attributable to Superglass see Part II of this document.

Financial Highlights

The following tables have been extracted without material adjustment from Superglass' audited annual reports for the two financial years ended 31 August 2009 and 2010. The restated financial statements for the financial year ended 31 August 2008 have been extracted without material adjustment from Superglass' audited annual report for the financial year ended 31 August 2009.

Consolidated Income Statement

	Year ended	Year ended	Year ended
	31 August	31 August	31 August
	2010	2009	2008
			(restated)
	£000	£000	£000
Revenue	31,438	38,133	41,138
Cost of sales	(21,385) 1111	(25,670) 1111	(24,636) 1111
Gross profit	10,053	12,463	16,502
Distribution expenses	(3,345)	(4,049)	(5,257)
Administrative expenses	(7,042)	(6,540)	(6,494)
Other operating income	270 1111	299 1111	307 1111
Operating (loss)/profit	(64)	2,173	5,058
Financial expenses	(632) 1111	(1,540) 1111	(2,106) 1111
(Loss)/profit before taxation	(696)	633	2,952
Taxation	379 1111	(191) 1111	(827) 1111
(Loss)/profit for the year attributable to
equity holders of the parent	(317) 3333	442 3333	2,125 3333
(Loss)/earnings per share
Basic (loss)/earnings per share	(0.5)p	0.8p	3.7p
Diluted (loss)/earnings per share	(0.5)p	0.8p	3.7p

Balance Sheets

	Year ended 31 August 2010	Year ended 31 August 2009	Year ended 31 August 2008 (restated)
	£000	£000	£000
Non-current assets
Property, plant and equipment	14,799	15,043	15,844
Intangible assets	14,211 1111	18,598 1111	22,989 1111
	29,010 1111	33,641 1111	38,833 1111
Current assets
Inventories	2,561	1,981	3,293
Trade and other receivables	1,674	2,612	3,490
Cash and cash equivalents	375 1111	— 1111	201 1111
	4,610 1111	4,593 1111	6,984 1111
Total assets	33,620 1111	38,234 1111	45,817 1111
Current liabilities
Interest-bearing loans and borrowings	3,322	4,133	3,400
Trade and other payables	9,850	7,762	10,087
Deferred Government grants	144	193	193
Income tax payable	915 1111	1,375 1111	1,861 1111
	14,231 1111	13,463 1111	15,541 1111
Non-current liabilities
Interest-bearing loans and borrowings	14,231	17,563	20,730
Deferred Government grants	–	145	339
Deferred tax	2,788 1111	4,072 1111	5,196 1111
	17,019 1111	21,780 1111	26,265 1111
Total liabilities	31,250 1111	35,243 1111	41,806 1111
Net assets	2,370 3333	2,991 3333	4,011 3333
Equity attributable to equity holders of the parent
Share capital	583	583	583
Share premium	1,108	1,108	1,108
Retained earnings	679 1111	1,300 1111	2,320 1111
Total equity	2,370 3333	2,991 3333	4,011 3333

Cash Flow Statements

	Year ended	Year ended	Year ended
	31 August 2010	31 August	31 August
		2009	2008
			(restated)
	£000	£000	£000
Cash flows from operating activities
(Loss)/profit for the year	(317)	442	2,125
Adjustments for:
Depreciation and amortisation	5,828	5,974	6,453
Net financial expense	632	1,540	2,106
Taxation	(379)	191	827
Equity-settled share-based payment transactions	131 1111	102 1111	110 1111
Cash from operating activities before changes in
working capital and provisions	5,895	8,249	11,621
(Increase)/decrease in inventories	(580)	1,312	(205)
Decrease in trade and other receivables	938	878	624
Increase/(decrease) in trade, other payables and
deferred Government grants	1,892 1111	(2,439) 1111	(1,492) 1111
Cash generated from operations	8,145	8,000	10,548
Interest paid	(632)	(1,325)	(1,849)
Tax paid	(1,365) 1111	(1,801) 1111	(1,783) 1111
Net cash from operating activities	6,148 1111	4,874 1111	6,916 1111
Cash flows from investing activities
Acquisition of property, plant and equipment	(1,195) 1111	(719) 1111	(2,315) 1111
Net cash used in investing activities	(1,195) 1111	(719) 1111	(2,315) 1111
Cash flows from financing activities
Purchase of own shares	–	–	(564)
Repayment of borrowings	(3,295)	(3,285)	(3,285)
Payment of finance lease liabilities	(36)	(18)	(1)
Dividends paid	(435) 1111	(1,564) 1111	(985) 1111
Net cash used in financing activities	(3,766)	(4,867)	(4,835)
Net increase/(decrease) in cash and cash equivalents	1,187 1111	(712) 1111	(234) 1111
Cash and cash equivalents at beginning of year	(812) 1111	(100) 1111	134 1111
Cash and cash equivalents at end of year	375 3333	(812) 3333	(100) 3333

Operating review

Energy Prices

Energy prices reduced significantly in the first half of 2009/10 cutting overall operating costs by £1.4 million. However, recent substantial increases in energy costs are likely to impact on the Groups future production costs.

Furnace

On 28 June 2010, the Company announced that it had experienced a failure of one of the furnaces at its Stirling plant. This furnace is now fully operational. Repairs were completed in early September 2010, at a cost of £0.5 million. The shortfall in capacity was, in part, offset by increased output from the remaining furnace but the Group experienced a shortfall in sales volumes during July, August and the early part of September. The impact on Group profitability during 2009/10 was around £0.9 million arising from a combination of lower sales, repairs to damaged plant and increased short-term labour costs.

In the six months ended 28 February 2011, the Group's second furnace was refurbished as planned during December 2010 and January 2011. The severe weather conditions in December 2010 also resulted in extremely difficult operational conditions, affecting the Group's ability to move both raw materials in and finished goods out. The cumulative effect of these outages reduced the Group's available capacity by 40 per cent. during the period. However, the Group achieved a step change in operating efficiency with plant downtime reduced by approximately 30 per cent. in comparison over the previous six months.

Financial Review

Revenue

Sales in the year ended 31 August 2010 fell by 17.6 per cent. to £31.4 million (2009: £38.1 million, 2008: £41.1 million). Reduced CERT-related activity was the biggest factor in this, declining by 33.0 per cent. from the prior year.

For the year ended 31 August 2010 a continued growth in sales to builders merchants was achieved despite the challenging conditions that prevailed in the market, reflecting both the resilience of the independent merchant and Superglass' increasing presence in this area, driven by initiatives such as the SUPERDAD campaign. Investment in specification-based sales resource improved sales penetration through the specialist distributor channel during the second half of the financial year ended 2010. Sales volumes were adversely affected by reduced production availability during the last two months of 2010, following the failure of one of the Group's furnaces, leading to approximately £1.2 million of lost sales.

For the six months ended 28 February 2011, overall volumes were down 10.2 per cent. on the comparable period. First quarter volumes were down 20 per cent. due to a continued decline in CERT related activity and the ongoing effect on sales of the furnace failure in June 2010. Second quarter volumes were 1 per cent. ahead of last year despite poor December weather and the continued shortfall in CERT.

Operating profit

EBITA fell from £6.6 million in the period ended 31 August 2009 to £4.3 million, with EBITA margins reducing from 17.2 per cent. to 13.7 per cent.. There was, however, a £0.9 million loss of profitability through lost sales and adverse cost variances associated with the furnace failure in June 2010, without which EBITA margins would have been at around 16.0 per cent.

Despite significantly reduced market volumes, selling prices remained relatively stable between 2009 and 2010. Annual prices fell by 2.0 per cent. on average in 2010 compared to the prior year, however, a second half recovery in 2010 saw prices return to similar levels experienced twelve months previously. Reduced volumes continued to adversely affect operational gearing. Waste elimination initiatives that had been implemented following the strengthening and reorganisation of the operations team were overtaken by the furnace problems towards the end of the financial year ended 31 August 2010.

A further £4.4 million was charged for amortisation of intangibles. 2010 represents the penultimate year in which this charge will occur and subsequent to 2011 net profit should be more closely aligned with the cash generation of the Group.

Finance costs

Finance costs reduced during the 2010 financial year by £0.9 million to £0.6 million (2009: £1.5 million, 2008: £2.1 million).

Taxation

The underlying effective current tax charge (excluding adjustments in respect of prior years and the deferred tax adjustments in respect of the substantively enacted tax rate reduction) for the Group is 30.0 per cent. (2009: 29.0 per cent., 2008: 28.0 per cent.).

(3) Capital Resources

Cash and cash equivalents

Cash generated from operations was £8.1 million, improved on 2009 (£8.0 million) despite the reduction in operating profit.

Capital expenditure was £1.2 million in the financial year ended 31 August 2010 (2009: £0.7 million) representing 83.0 per cent. of depreciation (2009: 49.0 per cent.). The increase over the previous financial year reflected the additional cost associated with restoring furnace integrity. This does however mean that between £1.0 million and £1.5 million of expenditure planned for the financial year ending 31 August 2012 is not necessary until at least the end of 2013.

In the financial year ended 31 August 2010 there were other cash outflows of £1.4 million of taxation and £0.4 million of dividend paid.

At 31 August 2011 the Company had cash and cash equivalents totalling £4,000. At 31 October 2011 the Company had cash and cash equivalents totalling £21,000.

Borrowings

In the financial year ended 31 August 2010, the Group reduced net debt by £4.5 million. Net borrowings at 31 August 2010 were £17.2 million (2009: £21.7 million), with £3.3 million of long-term loans being repaid during the year in accordance with facility terms.

As detailed in the Company's Interim Accounts 2011, the Company agreed a temporary relaxation in banking covenenants and a series of adjustments to the agreed amortisation schedule. These adjustments involved a deferral or partial deferral of scheduled quarterly repayments under Tranche A of the facility, from November 2010 through to May 2011. The amounts deferred were to be spread equally over the remaining term of the loan commencing November 2011. In addition, Superglass agreed a reduction of £1.0 million in the overdraft facilities available to the Group to £5.0 million by May 2011.

These adjustments were intended to ensure that the Group's debt facilities were structured with a sensible level of tolerance for any unexpected deviation from forecast levels of operating profitability. The agreed revision to the Group's facility terms were expected to increase its annual financing charges by approximately £0.2 million per annum.

On 5 September 2011 the Company announced that it had agreed the latest in a series of temporary and conditional relaxations and amendments to its facility structure with Clydesdale Bank, being (i) the deferment until 31 October 2011 of the capital repayment that would otherwise have been due on 31 August 2011; and (ii) a waiver of the requirement to test the financial covenants as at 31 August 2011 contained in the Company's existing facility agreement with Clydesdale Bank. At the same time, the Company announced that it had reached agreement in principle on headline terms for addressing the debt component of a capital restructuring, which it was intended should incorporate a substantial equity issue. It was explained within the announcement of 5 September 2011 that a fundamental purpose of the proposed equity issue would be to provide the necessary financial resources to enable the Company to invest in and modernise its plant to drive significant operating efficiency gains.

As part of the proposed refinancing and conditional on the passing of the Resolutions, the Company has negotiated terms for new banking facilities with Clydesdale Bank in place of the Company's existing banking facilities. The terms of the new facilities are summarised below.

The terms of the New Facilities are sumarised in paragraph 13.1.5 of Part XIV.

As at 4 November 2011, being the last practicable date before the publication of this document, the Company had bank debt of £20.4 million, with £8.1 million current and £12.3 million non-current. Current bank debt includes the use of the Company's overdraft facility of £5.0 million to finance intra-month swings in working capital. The Company's highest level of month end net debt during the year ending 31 August 2011 was £20.2 million at 31 January 2011. In recent years, sales over the summer period have decreased as a proportion of total annual sales. This is due to activity in the construction industry, which is typically buoyant in the summer period, not being sufficient to offset the reduction in demand for retrospective installations due to a warmer climate.

Share Capital

The Company has a single class of ordinary share capital which is divided into Ordinary Shares of 1 pence each. The fully paid and issued ordinary share capital of the Company as at 4 November 2011 (being the latest practicable date prior to the publication of this document) was £579,387 consisting of 57,938,728 Ordinary Shares.

Sources of finance

Following the Firm Placing, Placing and Open Offer, the principal sources of liquidity for the Group in the short term are expected to be the proceeds from the Firm Placing, Placing and Open Offer as well as cash generated from operating activities. The principal source of liquidity for the Group in the long term is expected to be cash generated from operating activities.

The Proposals set out within this document are designed to reduce significantly the Company's debt burden (residual core debt following completion of the Proposals will be approximately £5.1 million) whilst strengthening the Company's capital base through the issue of New Ordinary Shares; to normalise the Company's working capital position by providing the necessary cash to normalise settlement terms with both customers and suppliers; and to enable the Company to implement a programme of capital expenditure improvements which have been identified by the Board as offering the optimal return on investment for the Company.

Changes in accounting policies

There have been no significant changes to the accounting policies applied during the period reported within this operating and financial review, being the three and a half years commencing 1 September 2007 to 28 February 2011.

(4) CAPITALISATION & INDEBTEDNESS

At 31 August 2011 the Group had capitalisation and indebtedness as follows:

– Guaranteed – – Secured 5,527 – Unguaranteed/unsecured – Total non-current debt – Guaranteed – – Secured 12,321 – Unguaranteed/unsecured – 1111 Total indebtedness 17,848 Shareholders' equity – Share capital 583 – Share premium 1,108 1111 Total capitalisation and indebtedness 19,539 3333 The Group's net indebtedness at 31 August 2011 can be categorised as follows: £000 Cash 4 Cash equivalent – Trading securities – 1111 Liquidity 4 Current financial receivable – Current bank debt 581 Current portion of non current debt 4,929 Other current financial debt 17 1111 Current financial debt 5,527 1111 Net current financial indebtedness 5,523 1111 Non current bank loans 12,321 Bonds issued – Other non current loans – 1111 Non current financial indebtedness 12,321 1111 Net financial indebtedness 17,844 3333		£000
	Total current debt
































	Source: Management Accounts

The Group's debt is with Clydesdale Bank and is secured by:

l a first floating charge granted by the parent company and each subsidiary undertaking;
l a composite guarantee granted by the parent company and each subsidiary undertaking, as guarantor, on account of the parent company and each subsidiary undertaking, as principal; and
l legal first charge over freehold property.

The Group has no indirect or contingent indebtedness.

(5) UNAUDITED PRO FORMA STATEMENT OF NET ASSETS AT 28 FEBRUARY 2011

Set out below is an unaudited pro-forma statement based on the consolidated net assets of Superglass Holdings plc as at 28 February 2011. The unaudited pro forma statement of net assets is prepared for illustrative purposes only to show the effect of the Firm Placing, Placing and Open Offer and restructuring of bank facilities on Superglass Holdings plc as if it had occurred on 28 February 2011.

Because of the nature of pro forma information, this information addresses a hypothetical situation and does not therefore represent the actual financial position or results of the new Group.

The statement of pro forma net assets set out below is based on the unaudited consolidated balance sheet of Superglass Holdings plc as presented in its interim financial statements to 28 February 2011 after making the adjustments on the basis described in the notes below. The historical financial information of Superglass Holdings plc has been prepared in accordance with IFRS.

			Adjustment
	Unadjusted	Adjustment	New
	Net assets at	Issue of new	banking	Pro
	28 February 2011	shares	facilities	forma
	£000	£000	£000	£000
Non-current assets
Property, plant and equipment	15,669	–	–	15,669
Intangible assets	12,018	–	–	12,018
Current assets
Inventories	3,367	–	–	3,367
Trade and other receivables	2,697	–	–	2,697
Cash	– 1111	7,956 1111	– 1111	7,956 1111
Total assets	33,751 3333	7,956 3333	– 3333	41,707 3333
Current liabilities
Other loans and borrowings	3,366	–	(3,366)	–
Trade and other payables	12,356	–	–	12,356
Deferred government grants	47	–	–	47
Current tax	724	–	–	724
Non-current liabilities
Other loans and borrowings	14,238	–	(8,784)	5,454
Deferred tax	2,186 1111	– 1111	– 1111	2,186 1111
Total liabilities	32,917 3333	– 3333	(12,150) 3333	20,767 3333
Net assets	834 3333	7,956 3333	12,150 3333	20,940 3333

Notes:

(1) The Superglass Holdings plc consolidated net assets have been extracted without material adjustment from its unaudited interim financial statements for the period ended 28 February 2011.
(2) No account has been taken of Superglass Holdings plc's trading since 28 February 2011.
(3) The issue is a firm placing, placing and open offer of 47,272,745 new shares at 20 pence per share representing net share proceeds of £8.0 million (assumed to be received in cash net of cash expenses associated with the offering, estimated at £1.5 million). The expenses have been assumed to be expensed to the profit and loss account. The £0.2 million of expenses to be settled in Ordinary Shares has £nil impact on net assets.
(4) As a result of the equity issue, Clydesdale Bank has agreed to convert £12.15 million of its remaining debt into a convertible instrument (assumed to be applied firstly in eliminating the current element of loans and borrowings, and the balance of £8.8 million against the non-current element of loans and borrowings.
(5) The remaining balance of non-current loans and borrowings of £5.5 million differs from the expected residual loans and borrowings figure of £5.1 million stated in the Chairman's Letter as the pro forma statement has been prepared as if the Firm Placing, Placing and Open Offer had taken place on 28 February 2011, the loans and borrowings figures have changed since that date and the balance includes amounts other than the value of loans and borrowings outstanding with Clydesdale Bank.

(6) INDEPENDENT REPORTING ACCOUNTANT'S REPORT ON PRO FORMA STATEMENT

Glasgow G2 2LJ DX 551820 Glasgow 20 United Kingdom

KPMG Audit Plc Tel: +44 (0) 141 226 5511 191 West George Street Fax: +44 (0) 141 204 1584

The Directors Superglass Holdings plc Eversheds House 70 Great Bridgewater Manchester M1 5ES

7 November 2011

Dear Sirs

We report on the pro forma financial information (the 'Pro forma financial information') set out in Part XI, sub point (5) of the prospectus dated 7 November 2011, which has been prepared on the basis described in notes (1) to (5) at the foot of the pro forma statement, for illustrative purposes only, to provide information about how the transaction might have affected the financial information presented on the basis of the accounting policies adopted by Superglass Holdings plc in preparing the financial statements for the period ended 31 August 2010. This report is required by paragraph 20.2 of Annex I of the Prospectus Directive Regulation and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of Superglass Holdings plc to prepare the Pro forma financial information in accordance with paragraph 20.2 of Annex I of the Prospectus Directive Regulation.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the Pro forma financial information and to report that opinion to you. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue. Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the prospectus.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of Superglass Holdings plc.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of Superglass Holdings plc. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

l the Pro forma financial information has been properly compiled on the basis stated; and
l such basis is consistent with the accounting policies of Superglass Holdings plc.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG Audit Plc

KPMG Audit Plc, a UK public limited company, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss Registered in England No 3110745 entity. Registered office: 15 Canada Square, London E14 5GL

PART XII

INFORMATION CONCERNING THE NEW ORDINARY SHARES

(1) Description of the type and class of securities being offered

The New Ordinary Shares to be issued by the Company will be ordinary shares with a nominal value of 1 pence each. Following the Issue which is expected to occur on 30 November 2011, the Company will have one class of Ordinary Shares, the rights of which are set out in the Articles and one class of Convertible Shares the rights of which are set out in the Articles.

The New Ordinary Shares will be credited as fully paid and free from all liens, equities, charges, encumbrances and other interests, and will rank together pari passu in all respects with the Existing Ordinary Shares.

(2) Legislation under which the New Ordinary Shares have been created

The New Ordinary Shares will be created under the Companies Act.

(3) Listing

The Existing Ordinary Shares are currently listed on the Official List and admitted to trading on the main market of the London Stock Exchange. Applications have been made to the UK Listing Authority for the New Ordinary Shares to be listed on the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market of the London Stock Exchange. Subject to satisfaction of the conditions in the Placing Agreement and such agreement not having been terminated in accordance with its terms, it is expected that Admission will become effective and that dealings for normal settlement in all of the New Ordinary Shares will commence at 8.00 a.m. on 1 December 2011.

(4) Form and currency of the New Ordinary Shares

The New Ordinary Shares to be issued pursuant to the Issue will, when issued, be in registered form and will be capable of being held in certificated and uncertificated form. The registrars of the Company are Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Title to the certificated New Ordinary Shares will be evidenced by entry in the register of members of the Company and title to uncertificated New Ordinary Shares will be evidenced by entry in the operator register maintained by Euroclear UK & Ireland (which forms part of the register of members of the Company).

No share certificates will be issued in respect of the New Ordinary Shares in uncertificated form. If any such shares are converted to be held in certificated form, share certificates will be issued in respect of those shares in accordance with applicable legislation.

The New Ordinary Shares will be denominated in pounds sterling.

(5) Rights attached to the New Ordinary Shares

Each New Ordinary Share will rank pari passu in all respects with each Existing Ordinary Share, and will have the same rights and restrictions as each Existing Ordinary Share as set out in the New Articles. Further details of the rights attaching to the Existing Ordinary Shares and the New Ordinary Shares are set out in paragraph 3 of Part XIV of this document.

(6) Resolutions, authorisations and approvals relating to the New Ordinary Shares

On 30 November 2011 at the General Meeting, the Resolutions will be considered by the holders of the Existing Ordinary Shares and, if thought fit, passed. The New Ordinary Shares will be allotted and issued pursuant to the authority of the Resolutions. Details of these Resolutions are set out in the Notice of General Meeting at the end of this document.

(7) Dilution

Assuming that the Open Offer Entitlements are taken up in full by Qualifying Shareholders and the maximum number of Placing Shares are issued under the Placing, the holders of Existing Ordinary Shares shall account for 94.2 per cent. of the Enlarged Share Capital as they will be diluted by the Firm Placing and the Placing which will represent a 75.4 per cent. immediate dilution of the holders of the Existing Ordinary Shares.

If none of the holders of Existing Ordinary Shares take up their Open Offer Entitlements and no Placing Shares are issued under the Placing they will be diluted by Firm Placing, which will represent a 94.2 per cent. immediate dilution of the holders of the Existing Ordinary Shares.

(8) Public takeover bids in the last and current financial years

There have been no public takeover bids by third parties in respect of the share capital of the Company in the last or current financial year.

(9) Taxation

Please see paragraph 15 of Part XIV of this document for information relating to UK taxation (including a discussion of UK stamp duty and SDRT which is relevant to holders of Ordinary Shares, irrespective of their tax residence).

PART XIII

PROFIT ESTIMATE

Profit estimate

As announced on 22 June 2011, the Group expected to record a modest profit before taxation adjusted for the effect of amortisation of intangibles for the financial year ended 31 August 2011. On 5 September 2011, the Group announced that the Director's expectations as to the underlying trading performance for the financial year ended 31 August 2011 were slightly reduced from the trading update of 22 June 2011, primarily as a result of market weakness and cost pricing pressures.

The Group is now expecting to record a loss before taxation, amortisation, asset impairment and exceptional items of between £550,000 and £650,000.

Basis of preparation

The profit estimate has been based upon the unaudited management accounts of the Group for the 52 weeks to 31 August 2011. The profit estimate has been prepared using the accounting policies adopted by the Group in its annual financial statements for the year ended 31 August 2010.

Since the profit estimate has not been audited, the actual results reported may be affected by revisions required due to changes in circumstances, the impact of unforeseen events and different judgements made by the Directors at the time of reporting the audited results for the financial year ended 31 August 2011.

The Directors Superglass Holdings plc Eversheds House 70 Great Bridgewater Manchester M1 5ES

Glasgow G2 2LJ DX 551820 Glasgow 20 United Kingdom

KPMG Audit Plc Tel: +44 (0) 141 226 5511 191 West George Street Fax: +44 (0) 141 204 1584

7 November 2011

Dear Sirs

Superglass Holdings plc

We report on the profit estimate comprising "loss before taxation, amortisation, asset impairment and exceptional items" of Superglass Holdings plc ('the Company') and its subsidiaries ('the Group') for the year ended 31 August 2011 (the 'Profit Estimate'). The Profit Estimate and the basis on which it is prepared is set out in Part XIII of the prospectus issued by the Company dated 7 November 2011. This report is required by paragraph 13.2 of Annex I of the Prospectus Directive Regulation and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Profit Estimate in accordance with the requirements of the Prospectus Directive Regulation. In preparing the Profit Estimate the directors of the Company are responsible for correcting errors that they have identified which may have arisen in the unaudited financial results and unaudited management accounts used as a basis of preparation for the Profit Estimate.

It is our responsibility to form an opinion as required by the Prospectus Directive Regulation as to the proper compilation of the Profit Estimate and to report that opinion to you.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the prospectus.

Basis of preparation of the Profit Estimate

The Profit Estimate has been prepared on the basis stated in Part XIII of the prospectus and is based on the unaudited interim financial results for the six months ended 28 February 2011 and the unaudited management accounts for the six months ended 31 August 2011. The Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Company.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information for the 12 months to 31 August 2011 included in the Profit Estimate has been prepared and considering whether the Profit Estimate has been accurately computed using that information and whether the basis of accounting used is consistent with the accounting policies of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Estimate has been properly compiled on the basis stated.

However, the Profit Estimate has not been audited. The actual results reported, therefore, may be affected by revisions required to accounting estimates due to changes in circumstances, the impact of unforeseen events and the correction of errors in the interim financial results or management accounts. Consequently, we can express no opinion as to whether the actual results achieved will correspond to those shown in the Profit Estimate and the difference may be material.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion the Profit Estimate has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2) (f) we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG Audit plc

PART XIV

ADDITIONAL INFORMATION

1. Responsibility

The Directors (each of whose names appear in paragraph 2.4 of this Part XIV) and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. The Company and the Directors

2.1 The Company was incorporated in England on 13 April 2005 under the Companies Act 1985 as a private company limited by shares (with registered number 5423253) with the name Edger 509 Limited and changed its name to Superglass Holdings Limited on 20 December 2006. On 4 July 2007, the Company was re-registered as a public limited company and changed its name to Superglass Holdings plc. The principal legislation under which the Company operates is the Companies Act 1985 and regulations made under that legislation.
2.2 The liability of the members of the Company is limited to the amount paid up or to be paid up on their shares.
2.3 The registered office of the Company is at 70 Great Bridgewater Street, Manchester M1 5ES and its principal place of business and head office is at Thistle Industrial Estate, Kerse Road, Stirling FK7 7QQ. The telephone number of the Company's principal place of business is 01786 451 170.
2.4 The names and functions of the Directors are as follows:

Name	Function
Timothy Ross	Non-executive Chairman
Alexander McLeod	Chief Executive
Anthony Kirkbright	Finance Director
David Shearer	Senior Independent Non-executive Director
David Gray	Non-executive Director

3. Constitution

3.1 The Company's objects are unlimited.
3.2 The following sub-paragraphs contain a summary of the principal provisions of the Articles.

3.2.1 Voting rights

Subject to paragraph 3.2.6 below, and to any special terms as to voting upon which any shares, may for the time being, be held, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by its duly appointed representative shall have one vote and on a poll every member present in person or by representative or proxy shall have one vote for every Ordinary Share in the capital of the Company held by him. A proxy need not be a member of the Company and each proxy appointed by a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution.

3.2.2 Dividends

(a) The Company may by ordinary resolution in a general meeting declare dividends, provided that no dividend shall be paid otherwise than out of profits and no dividend shall exceed the amount recommended by the Directors. The Directors may from time to time pay such interim dividends as appear to the Directors to be justified. The Directors may pay fixed dividends on any class of shares carrying a fixed dividend on the half-yearly or other dates prescribed for payment.
(b) Subject to the rights of persons, if any, holding shares with special dividend rights, and subject to paragraph 3.2.6 below, all dividends shall be apportioned and paid pro rata according to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid. No amount paid or credited as paid in advance of calls shall be regarded as paid on shares for this purpose.
(c) All dividends unclaimed for a period of 12 years after the payment date for such dividend shall, if the Directors so resolve, be forfeited and shall revert to the Company.
(d) The Board may, if authorised by an ordinary resolution of the Company, offer the holders of shares the right to elect to receive additional new Ordinary Shares, credited as fully paid, instead of cash in respect of any dividend or any part of any dividend. The Directors may, at their discretion, make the right to participate in any such elections subject to restrictions necessary or expedient to deal with legal, regulatory or other difficulties in respect of overseas shareholders.

3.2.3 Pre-emption rights

(a) There are no rights of pre-emption under the Articles in respect of transfers of issued Ordinary Shares.
(b) In certain circumstances, the Company's shareholders may have statutory preemption rights under the Companies Act in respect of the allotment of new shares in the Company. These statutory pre-emption rights would require the Company to offer new shares for allotment to existing shareholders on a pro rata basis before allotting them to other persons. In such circumstances, the procedure for the exercise of such statutory pre-emption rights would be set out in the documentation by which such shares would be offered to the Company's shareholders.

3.2.4 Distribution of assets on a winding-up

Subject to any preferred, deferred or other special rights, or subject to such conditions or restrictions to which any shares in the capital of the Company may be issued, on a windingup or other return of capital, the holders of Ordinary Shares are entitled to share in any surplus assets pro rata to the amount paid up or deemed to be paid up on their Ordinary Shares. A liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Companies Act, divide amongst the members in specie or in kind the whole or any part of the assets of the Company, those assets to be set at such value as he deems fair. A liquidator may also vest the whole or any part of the assets of the Company in trustees on trusts for the benefit of the members.

3.2.5 Transfer of shares

A member may transfer all or any of their shares: (1) in the case of certificated shares by instrument in writing in any usual or common form, or in such other form as may be approved by the Directors; and (2) in the case of uncertificated shares, through CREST in accordance with the relevant requirements. The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and, if the share is not fully paid, by or on behalf of the transferee. The Directors may in their absolute discretion refuse to register a transfer of any share which is not fully paid, provided that dealings in the shares are not prevented from taking place on an open and proper basis. Subject to paragraph 3.2.6 below, the Articles contain no restrictions on the free transferability of fully paid shares provided that the transfer is in respect of only one class of share and is accompanied by the share certificate and any other evidence of title required by the Directors and that the provisions in the Articles relating to the deposit of instruments for transfer have been complied with.

3.2.6 Suspension of rights

If a member or any other person appearing to be interested in shares held by such shareholder has been duly served with notice under section 793 of the Companies Act and is in default in supplying to the Company within 14 days (or such longer period as may be specified in such notice) the information thereby required, then (if the Directors so resolve) such member shall not be entitled to vote or to exercise any right conferred by membership in relation to meetings of the Company in respect of the shares which are the subject of such notice. Where the holding represents more than 0.25 per cent. of the issued shares of that class, the payment of dividends may be withheld, and such member shall not be entitled to transfer such shares otherwise than by an arm's length sale.

3.2.7 Untraced shareholders

If any member's registered address or (if he has no registered address within the United Kingdom) the address, if any, supplied by him to the Company as his address for service in the United Kingdom, appears to the Directors to be incorrect or out of date, the Directors may resolve to treat the member as if he had no registered address or address for service if notices or other documents sent to the member's registered address or address for service (as the case may be) have been returned undelivered on at least two consecutive occasions or, if following one such occasion, reasonable enquiries have failed to establish the member's new address for service, and subject to the passing of a Director's resolution, the Company will not be obliged to send the member notices of meetings or copies of the accounts until the member has supplied a new registered address or address for service.

3.2.8 Variation of class rights

If at any time the capital of the Company is divided into different classes of shares, all or any of the rights or privileges attached to any class of shares in the Company may be varied or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. At every such separate general meeting (except an adjourned meeting), the quorum shall be two persons holding or representing by proxy one-third in nominal value of the issued shares of that class.

3.2.9 Share capital, changes in capital and purchase of own shares

(a) The Company may by ordinary resolution increase its share capital, consolidate and divide all or any of its share capital into shares of a larger nominal value, sub-divide all or any of its shares into shares of a smaller nominal value and cancel any shares not taken, or agreed to be taken, by any person. The Company may, subject to the Companies Act, by special resolution reduce or cancel its share capital or any capital redemption reserve or share premium account.

(b) Subject to and in accordance with the provisions of the Companies Act, the Company may purchase its own shares (including any redeemable shares), provided that the Company shall not purchase any of its shares unless such purchase has been sanctioned by a special resolution passed at a separate meeting of the holders of any class of shares convertible into equity share capital of the Company.

3.2.10 General meetings

(a) An annual general meeting is to be held in accordance with the Companies Act at such time and place as may be determined by the Directors. General meetings may be called whenever the Directors think fit or when one has been requisitioned in accordance with the Companies Act. If there are not enough Directors within the UK to form a quorum, any Director or any two members may convene a general meeting in the same manner as nearly as possible as the Directors could have done.
(b) Annual general meetings shall be called by at least 21 clear days' notice in writing. Any other general meeting shall be called on 14 clear days' notice in writing. The annual general meeting may be called on shorter notice providing all members entitled to attend and vote thereat agree. A general meeting can be called on shorter notice if a majority in number of the members having a right to attend and vote at the general meeting, being a majority together holding not less than the minimum percentage in nominal value of the shares giving that right as the Companies Act may prescribe at the time such meeting is held, consent. Notice is to be given to all members on the register at the close of business on a day determined by the Directors, such day being not more than 21 days before the day that the notice of meeting is sent. The notice of meeting must be given in hard copy form, electronic form or by means of a website.
(c) The Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered into the register in order to have the right to attend or vote at the meeting. In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll vote in their stead, and that a proxy need not be a member.

3.2.11 Appointment, retirement and removal of Directors

(a) Appointment of Directors

(i) A single resolution for the appointment of two or more persons as directors is void unless a resolution that it shall be moved has first been agreed to by the meeting without any vote being given against it.
(ii) At any general meeting no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for appointment as a director unless not less than seven nor more than 28 days before the date of the meeting: (i) a notice in writing, signed by a member (other than the person to be proposed) who is qualified to attend and vote at that meeting, containing their intention to propose the person for election; and (ii) a notice in writing signed by the person proposed as a director of their willingness to be elected have both been left at the Company's registered office or sent to the Secretary.
(iii) The Directors may appoint any person to be a director either to fill a vacancy or as an additional director but the total number of Directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with

the Articles (presently eight). Any Director appointed by the Directors shall retire from office at the next annual general meeting and shall then be eligible for election by the members. He shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting but shall be deemed to have retired at the meeting.

(iv) The Company may by ordinary resolution appoint any person to be a Director of the Company either to fill a vacancy or as an additional Director.

(b) Retirement by rotation

(i) At each annual general meeting Directors will retire from office and be eligible for re-election, comprising any Director who was not elected or reelected at either of the two preceding annual general meetings and such number of other Directors as would together represent one-third of the current Directors. If one-third is not a whole number then the number of Directors to retire is the number nearest to, but not exceeding, one-third.
(ii) The Directors to retire shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not offer himself for re-election. Any further Directors shall be those of the other Directors who are subject to retirement by rotation for the purposes of the meeting in question and who have at the date of the meeting been longest in office since their last re-election or appointment. In the case of persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
(iii) At the meeting at which a Director retires the members may pass an ordinary resolution to fill the office being vacated by electing the retiring Director or some other person eligible for appointment to that office. In default the retiring Director shall be deemed to have been elected or re-elected (as the case may be) save in certain specified circumstances.
(iv) The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for their election or re-election is put to the meeting and lost. A retiring Director who is elected or re-elected or deemed to have been elected or re-elected will continue in office without a break.

3.2.12 Remuneration of Directors

(a) Fees may be paid out of the funds of the Company to Directors who are not managing or Executive Directors at such rates as the Directors may from time to time determine provided that such fees do not in the aggregate exceed the sum of £200,000 per annum (exclusive of value added tax if applicable) or such other figure as the Company may by ordinary resolution from time to time determine.
(b) Any Director who devotes special attention to the business of the Company, or otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such additional remuneration as the Directors or any committee authorised by the Directors may determine.
(c) The Directors (including alternate Directors) shall be entitled to be paid out of the funds of the Company all their travelling, hotel and other expenses properly incurred by them in connection with the business of the Company, including their expenses of travelling to and from meetings of the Directors, committee meetings or general meetings.

(d) The remuneration and other terms and conditions of appointment of a Director appointed to any executive office or employment under the Company shall from time to time (without prejudice to the provisions of any agreement between him and the Company) be fixed by the Directors, and may (without limitation) be by way of fixed salary, lump sum, commission on the dividends or profits of the Company (or of any other company in which the Company is interested), or other participation in any such profits, or otherwise, or by any or all or partly by one and partly by another or others of those modes.

3.2.13 Directors' interests

(a) Save as provided in the Articles, a Director shall not vote as a Director in respect of any contract, transaction or arrangement or proposed contract, or any other proposal whatsoever in which he has any interest which (together with any interest of any person connected with him) is to their knowledge a material interest (otherwise than by virtue of an interest in shares or debentures or other securities of or otherwise in or through the Company), and if he shall do so their vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting.
(b) A Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution relating to any of the following matters namely:
(i) the giving of any security, guarantee or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its Subsidiaries; or
(ii) obligations of the Company or any of its Subsidiaries for which the Director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; or
(iii) an offer of shares or debentures or other securities of or by the Company or any of its Subsidiaries' undertakings for subscription or purchase in which offer he is or is to be or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate; or
(iv) any other company in which he or any person connected with him is interested, directly or indirectly, and whether as an officer or shareholder or otherwise howsoever, provided that he and any persons connected with him are not to their knowledge the holder (otherwise than as a nominee for the Company or any of its Subsidiaries) of or beneficially interested in one per cent, or more of any class of the equity share capital of such company (or of any third company through which their interest is derived) or of the voting rights available to members of the relevant company (any such interest being deemed for the purpose of this Article to be a material interest in all circumstances); or
(v) an arrangement for the benefit of the employees of the Company or any of its Subsidiaries which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; or
(vi) the purchase and/or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons including Directors.
(c) A Director may hold any other office or place of profit with the Company (other than the office of auditor) in conjunction with their office of director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine,

and no Director or intending Director shall be disqualified by their office from entering into any contract, arrangement, transaction or proposal with the Company either with regard to their tenure of any other such office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract, arrangement, transaction or proposal or any contract, arrangement, transaction or proposal entered into by or on behalf of the Company in which any Director or any person connected with him is in any way interested (whether directly or indirectly) be liable to be avoided, nor shall any Director who enters into any such contract, arrangement, transaction or proposal or who is so interested be liable to account to the Company for any profit realised from any such contract, arrangement, transaction or proposal by reason of such Director holding that office or of the fiduciary relationship thereby established, but their interest shall be disclosed by him in accordance with the Companies Act.

3.2.14 Powers of the Directors

(a) The business of the Company shall be managed by the Directors. They may exercise all the powers of the Company and do on behalf of the Company all acts which could be exercised and done by the Company, and which are not by the Statutes (as defined in the Articles, principally the Companies Act and related subordinate legislation) or by the Articles required to be exercised or done by the Company in general meeting. The Directors, in managing the Company, are subject to the provisions of the Statutes and of the Articles and to regulations prescribed by the Company by ordinary resolution provided that the regulations are not inconsistent with the provisions of the Statutes and of the Articles. No regulation so made by the Company will invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by the Articles are not limited or restricted by any special authority or power given to the Directors by any other Article.
(b) The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere. They may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors (other than their power to make calls, forfeit shares, borrow money or issue debentures) with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies on the boards, and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit. The Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith will be affected if they have no notice of the annulment or variation. The Directors may exercise all the powers of the Company under sections 39 and 362 of the Companies Act and the obligations and conditions imposed by both section 39 and section 362 shall be duly observed.
(c) Any Director may at any time appoint any other Director or any other person approved by the Directors to be their alternate Director and may at any time terminate such appointment.

3.2.15 Directors' indemnity and insurance

(a) Subject to the provisions of, and so far as may be permitted by, the Statutes but without prejudice to any indemnity to which the person concerned may be otherwise entitled, the Company may indemnify every Director, alternate Director, former Director, Secretary or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of their duties or the exercise of their powers or otherwise in relation to or in connection with their duties, powers or office, including any liability which may attach to him in respect of any negligence, default, breach of duty or breach of trust in relation to anything done or omitted to be done or alleged to have been done or omitted to be done by him.

(b) The Directors may purchase and maintain at the cost of the Company insurance cover for or for the benefit of every Director, alternate Director, former Director, Secretary or other officer of the Company or of any associated company or of any occupational pension scheme of which the Company or any associated company is a trustee against any liability which may attach to him in respect of any negligence, default, breach of duty or breach of trust by him in relation to the Company (or such associated company) or of any occupational pension scheme of which the Company or any associated company is a trustee, including anything done or omitted to be done or alleged to have been done or omitted to be done by him as a Director, alternate Director, Secretary or other officer of the Company or any associated company.
3.3 The principal provisions of the New Articles are the same as those contained in the Articles, save as follows:

3.3.1 Conversion

If, at any time between the second and twelfth anniversary of the date of issue of the Convertible Shares (the "Conversion Period"):

(a) the volume weighted average ordinary share price calculated by reference to a trading period of 20 consecutive days prior to the date of conversion is greater than or equal to 70 pence, in respect of the conversion of Convertible Shares representing 12 per cent. of the entire issued share capital of the Company immediately following Admission (the "First Tranche Shares") or is greater than or equal to 90 pence, in respect of the conversion of the balance of the number of Convertible Shares following conversion of the First Tranche Shares in full (the "Second Tranche Shares"), or such other volume weighted average ordinary share price (the volume weighted average ordinary share price being adjusted in certain circumstances in accordance with the New Articles); or
(b) the Company or any other member of the Group repays all of the outstanding sums (including fees and expenses) to Clydesdale Bank (or any of its subsidiaries or its or its subsidiaries' successors in title) using new facilities entered into between any member of the Group and a third party lender or lenders; or
(c) there is a sale of more than 50 per cent. of the ordinary issued share capital of the Company and/or the whole or substantially the whole of the business and/or assets of the Company and/or the Group; or
(d) a resolution is passed to wind up the Company; or
(e) the Company's shares cease to be admitted to the Official List and/or to trading on the main market of the London Stock Exchange (save in circumstances where (i) the ordinary shares in the Company cease to be admitted to the Official List or traded on the main market of the London Stock Exchange pending processing of an application for the ordinary shares to be traded on the AIM market of the London Stock Exchange; or (ii) trading in ordinary shares (on AIM or the main market of the London Stock Exchange) is temporarily suspended)

(each a "Conversion Condition"), then each holder of Convertible Shares will be entitled to require (by notice to the Company to such effect) ("Conversion Notice") that some or all of such holder's Convertible Shares (or, in relation to the satisfaction of the relevant condition described in sub-paragraph (a) above, such holder's First Tranche Shares or Second Tranche Shares, as appropriate) be converted into ordinary shares (subject to a minimum conversion of one-quarter of the number of Convertible Shares issued on completion of the Proposals, as adjusted in accordance with the New Articles).

A Conversion Notice pursuant to the satisfaction of a condition described in sub-paragraph (a) above may not be delivered other than during a period beginning on each of 13 May, 13 August, 13 November and 13 February and ending on the fifth Business Day thereafter in any calendar year.

Unless subject to an adjustment (to reflect a subdivision, consolidation or bonus of the ordinary shares in the Company), each Convertible Share shall convert into one ordinary share (the "Conversion Ratio"). If the Conversion Ratio is less than one, the Convertible Shares shall convert into an appropriate number of ordinary shares and an appropriate number of Deferred Shares.

The new ordinary shares arising on conversion of the Convertible Shares will rank pari passu with any existing ordinary shares, save in respect of any dividend or distribution declared, paid or made by reference to a record date prior to the date of conversion.

If a holder of Convertible Shares has not served a notice to convert its Convertible Shares into ordinary shares by the end of the Conversion Period, then the conversion rights attaching to the Convertible Shares shall lapse and the Convertible Shares shall be converted into Deferred Shares.

3.3.2 Dividends

The new ordinary shares arising on conversion of the Convertible Shares will rank pari passu with any existing ordinary shares in respect of any dividend entitlement, save for any distribution declared, paid or made by reference to a record date prior to the date of conversion.

Following satisfaction of a Conversion Condition, the Convertible Shares (or the First Tranche Shares and/or the Second Tranche Shares (as appropriate)) shall have the right to receive their pro rata share (ranking pari passu with the ordinary shares then in issue) of any interim dividend or final dividend or other distribution pari passu with the ordinary shares where such dividend or other distribution is declared, paid or made by reference to a record date on or after the date on which a Conversion Condition has been satisfied.

Save as described above, the Convertible Shares are not entitled to any participation in the profits of the Company.

The Convertible Shares will rank pari passu with any existing ordinary shares, save in respect of any dividend or distribution declared, paid or made by reference to a record date prior to the date of conversion.

The Deferred Shares have no right to receive dividends.

3.3.3 Returns of capital

The Convertible Shares are entitled to participate on a return of capital or assets (whether on a winding up or otherwise). Each Convertible Share will be treated for this purpose as if converted into fully paid ordinary shares at the Conversion Ratio then applicable.

The Deferred Shares have no right to participate in any return of capital, on a winding up or otherwise.

3.3.4 Voting rights

The holders of Convertible Shares have the right to receive notice of and to attend any general meeting of the Company, but do not have the right to vote on any resolution other than a resolution directly or indirectly modifying or varying any of the special rights, privileges or restrictions attached to the Convertible Shares and/or the ordinary shares in the Company (a "Class Rights Amendment Resolution").

On a Class Rights Amendment Resolution, on a show of hands, each holder of Convertible Shares who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, not being himself a member, shall have one vote, and, on a poll, each holder of Convertible Shares who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, not being himself a member, shall be entitled to exercise the number of votes which he would have been entitled to exercise if the Convertible Shares held by him had been converted into fully paid ordinary shares at the Conversion Ratio then applicable, regardless of whether a Conversion Condition has been satisfied at that time.

The Deferred Shares have no voting rights or rights to attend or speak at any general meeting of the Company.

3.3.5 Consents

The Company shall not, before the expiry of the Conversion Period or with the consent of the holders of 75 per cent. of the nominal value of the Convertible Shares then in issue, vary, alter or abrogate the rights attaching to the Convertible Shares or create or issue new Convertible Shares or grant or create any other securities having a right to convert into Convertible Shares.

3.3.6 Admission

The Company shall use all reasonable endeavours to procure that any ordinary shares arising on conversion of the Convertible Shares are (i) admitted to the Official List and to trading on the main market of the London Stock Exchange; or are (ii) admitted to trading on the AIM market of the London Stock Exchange, as applicable depending on the stock exchange on which the existing ordinary shares are listed and/or traded at such time, in each case as soon as reasonably practicable.

Neither the Convertible Shares nor the Deferred shares will be listed or traded on any stock exchange.

3.3.7 Repurchase

The New Articles empower the Company to buy back any Deferred Shares in issue at any time for a nominal amount.

4. Other relevant laws and regulations

4.1 Disclosure of interests in shares

A shareholder in a public company incorporated in the United Kingdom whose shares are admitted to trading on the London Stock Exchange is required, pursuant to Chapter 5 of the Disclosure and Transparency Rules, to notify the Company of the percentage of their voting rights if the percentage of voting rights which he holds as a shareholder or through their direct or indirect holding of financial instruments reaches, exceeds or falls below certain thresholds. Pursuant to the Articles and in accordance with section 793 of the Companies Act, the Company is empowered by notice in writing to require any person whom the Company knows, or has reasonable cause to believe to be interested in the Company's shares or, to have been so interested at any time during the three years immediately preceding the date on which the notice is issued, within a reasonable time to disclose to the Company particulars of any interests, rights, agreements or arrangements affecting any of the shares of the Company held by that person or to their knowledge any other person also having an interest in the same shares.

4.2 Mandatory bids and compulsory acquisition

4.2.1 Mandatory bid

The Takeover Code applies to the Company. Under the Takeover Code, if:

(i) a person acquires an interest in shares in the Company which, when taken together with shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or
(ii) a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in shares which increase the percentage of shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous 12 months.

4.2.2 Compulsory acquisition

(a) Under the Companies Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates, it may then compulsorily acquire the outstanding shares not assented to in the offer.
(b) In addition, under the Companies Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire their shares on the same terms as the takeover offer.

5. Share capital

5.1 The Company has a single class of ordinary share capital which is divided into Ordinary Shares of 1 pence each. The fully paid and issued ordinary share capital of the Company: (i) as at 4 November 2011 being the latest practicable date prior to the publication of this document) was £579,387, consisting of 57,938,728 Ordinary Shares; and (ii) immediately following Admission will be £10,033,936, consisting of 50,169,681 New Ordinary Shares (assuming that all of the Placing Shares are issued and that no further Ordinary Shares are issued as a result of the exercise of any options under the Share Option Schemes between the posting of this document and the closing of the Issue).
5.2 There have been no changes in the amount of the issued share capital of the Company during the three years covered by the financial information set out in Part XI of this document.
5.3 If passed, the Admission will provide as follows in relation to the Company's share capital:
5.3.1 The Directors of the Company will be authorised for the purposes of section 551 of the Companies Act to exercise all of the powers of the Company to allot shares in the Company and grant rights to subscribe for or convert any security into shares of the Company up to an aggregate nominal amount of £9,454,549 in connection with the Firm Placing, Placing and Open Offer.
5.3.2 Otherwise than pursuant to sub-paragraph 5.3.1 above, the Directors of the Company will be authorised for the purposes of section 551 of the Companies Act to exercise all of the powers of the Company to allot shares in the Company and grant rights to subscribe for or convert any security into shares of the Company up to an aggregate nominal amount of £6,341,795.
5.3.3 the authorities as outlined in sub-paragraph 5.3.1 above shall expire (unless renewed, varied or revoked by the Company in a general meeting) at the conclusion of the next annual general meeting of the Company.
5.3.4 the Company may, before the authorities outlined in sub-paragraph 5.3.1 above expire, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors of the Company may allot securities in pursuance of such offer or agreement as if the relevant authority outlined in sub-paragraph 5.3.1 above had not expired.
5.3.5 the authorities outlined in sub-paragraph 5.3.1 above shall be in substitution for all previous or existing authorities under section 551 of the Companies Act.
5.4 Save as disclosed in Part VII regarding the Firm Placing, Placing and Open offer and the issue of the Convertible Instrument to Clydesdale Bank:
5.4.1 since 31 August 2010, being the date of the latest audited accounts of the Company, no share of the Company has been issued or is now proposed to be issued, fully or partly paid either for cash or for a consideration other than cash;
5.4.2 the Company has no agreement in place to put any share under option and has not agreed conditionally or unconditionally to put any share under option and there are not in issue any convertible securities, exchangeable securities or securities with warrants;
5.4.3 no person has any rights over the capital in any of the Subsidiaries and the Company has not agreed conditionally or unconditionally to grant any option over the capital of any of the Subsidiaries;
5.4.4 there are no shares in issue that do not represent share capital and there are no Ordinary Shares (nor will there be Ordinary Shares at Admission) held by or on behalf of the Company or by any member of the Group;
5.4.5 no commission, discount, brokerage or other special term has been granted by the Company or is now proposed in connection with the issue or sale of any part of the share capital of the Company;
5.4.6 no founder, management or deferred shares have been issued by the Company; and
5.4.7 no amount or benefit has been paid or is to be paid or given to any promoter of the Company.
5.5 On Admission there will be no Ordinary Shares in issue that are not fully paid and all Ordinary Shares will be in registered form.
5.6 The Company has not during the financial year ended 31 August 2010 issued shares in the capital of the Company which have been paid up as to more than 10 per cent. by assets other than cash.
5.7 Save as referred to in this document, no person has any right to purchase shares in the capital of the Company and no person has been given an undertaking by the Company to increase its share capital.

6. SHARE OPTION SCHEMES

6.1 The Group operates three Share Option Schemes, being the SAYE Scheme, the CSOP and the Performance Share Plan. The following sub-paragraphs contain a summary of the principal provisions of the Share Option Schemes.

6.2 The SAYE Scheme

6.2.1 Eligibility
(a) Participation in the SAYE Scheme may be offered to all employees, (including fulltime Executive Directors but excluding Non-executive Directors) of the Company and participating Subsidiaries who have been employed for a continuous period to be determined by the Board (not exceeding five years ending on the date of grant of the relevant option) and who are liable to pay UK income tax. In addition, certain other employees of any member of the Group nominated by the Board may be permitted to participate in the SAYE Scheme.
(b) Eligible employees may however only participate if they are not prohibited under the relevant legislation relating to HMRC approved save as you earn schemes from being granted an option by virtue of having (or having had) a material interest in the Company.

6.2.2 Issue of invitations

(a) Invitations may be issued to eligible employees during the period of 42 days commencing on: (a) the day on which the SAYE Scheme was formally approved by HMRC (being 3 July 2007); (b) the dealing day immediately following the date of the preliminary announcement of the Company's annual results or the announcement of its half-yearly results in any year (provided that whilst the Ordinary Shares are admitted to the Official List, no Invitation shall be issued during the first two dealing days following the date of any such announcement); (c) any day on which a change to the legislation affecting savings related share option schemes approved by HMRC is proposed or takes effect; or (d) any day on which a new savings contract prospectus is announced or takes effect.
(b) If the issue of an Invitation on any of the above days would be prohibited by virtue of the Model Code or any statute or regulation or order made pursuant to such statute, then such Invitation may be issued during the period of 40 days commencing immediately after the second dealing day following the time that such prohibition shall cease to have effect.
(c) Each eligible employee who received an Invitation may, within 21 days from the date of Invitation (or such shorter period selected by the Board not being less than 14 days), apply for an option.

6.2.3 "Save-As-You-Earn" contract and grant of options

(a) An eligible employee who wishes to be granted an option must enter into a SAYE Contract with an approved savings body selected by the Board. Under the SAYE Contract, the eligible employee will save a regular sum each month for three or five years (such period to be selected at the discretion of the Board on or prior to issuing the Invitations) of not less than £5 nor more than £250 per month (or such greater amount as may from time to time be permitted by the IT Act). Employees who complete an SAYE Contract will be entitled to a bonus from the building society or bank. The bonus is fixed at the inception of the SAYE Contract.
(b) An option to acquire Ordinary Shares will be granted to each eligible employee who enters into a SAYE Contract. The number of Ordinary Shares subject to such an option will be that number of Ordinary Shares which have an aggregate option price not exceeding the projected proceeds of the SAYE Contract concerned (including the bonus subject to any scaling back, as mentioned below).
(c) No consideration is payable for the grant of an option.

6.2.4 Scaling back

If there are insufficient Ordinary Shares available to fully satisfy all applications received for an option from eligible employees, the Board may scale down the applications by taking one or more prescribed steps approved by HMRC and set out in the rules of the SAYE Scheme to reduce the amount of savings made under each SAYE Contract or otherwise reduce the proceeds derived from each SAYE Contract so as to ensure that the options are granted over such number of Ordinary Shares as does not exceed the number of Ordinary Shares available to satisfy those options.

6.2.5 Exercise price

(a) The option price per Ordinary Share subject to an option will be selected by the Board but will not be less than the greater of eighty per cent. (or such lesser percentage as may from time to time be permitted by the IT Act) of the market value of an Ordinary Share on the day on which Invitations to apply for options are issued and, in the case of an option to subscribe for Ordinary Shares, the nominal value of an Ordinary Share. Whilst the Ordinary Shares are listed on the Official List and have been so listed for at least one day, the market value of an Ordinary Share shall be the middle market price of an Ordinary Share as derived from the Official List for the day immediately preceding the date of Invitation. If the Ordinary Shares are not so listed, the market value of an Ordinary Share will be agreed with HMRC prior to the date of Invitation concerned.
(b) The exercise price (as well as the number of Ordinary Shares under option and their nominal value) may be adjusted by the Board in the event of any capitalisation issue or rights issue (other than an issue of Ordinary Shares pursuant to the exercise of an option given to the shareholders of the Company to receive shares in lieu of a dividend) or rights offer or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital. Any such adjustment will require the prior approval of HMRC.

6.2.6 Scheme limits

(a) On any date, no option may be granted under the SAYE Scheme if as a result the aggregate nominal value of Ordinary Shares issued or issuable pursuant to options granted during the previous ten years under the SAYE Scheme or any other employees' share scheme or profit sharing scheme or employee share ownership plan adopted by the Company would exceed 10 per cent. of the nominal value of the share capital of the Company in issue at that date.
(b) For the avoidance of doubt, any Ordinary Shares issued pursuant to options granted on or prior to the admission of the Ordinary Shares to the Official List on 12 July 2007 (whether under the SAYE Scheme or any other employees' share scheme adopted by the Company) shall not count towards the limit set out above and any Ordinary Shares already in issue when placed under option or subject to an option which has lapsed shall be disregarded for the purpose of the above limits.

6.2.7 Exercise and lapse of options

(a) Options are not transferable and (except in the circumstances described below) an option may normally only be exercised within a period of six months following the maturity of the relevant SAYE Contract by a person who remains a Director or employee.

(b) Where an option holder dies before the maturity of their SAYE Contract without having exercised their option, their personal representatives may exercise their option within a period of 12 months from the date of their death. Where an option holder dies within a period of six months following the expiry of their SAYE Contract without having exercised their option, their personal representatives may exercise their option within a period of 12 months from the date of expiry of the SAYE Contract.
(c) An option holder may exercise their option within a period of six months of ceasing to be an employee of the Group where the cessation occurs as a result of:
l death, injury, disability, redundancy (within the meaning of the Employment Rights Act 1996) or retirement on reaching the age of 60 or at any other age at which the option holder is bound to retire in accordance with their contract of employment; or
l their employing company or business being disposed of outside the Group.
(d) Where an option holder reaches the age of 60, but remains in employment he may exercise their option within a period of six months after reaching such age.
(e) Options will lapse upon cessation of employment of the option holder in any other circumstances not referred to above.
(f) An option holder may exercise their option within a limited period following a takeover of the Company, the court sanctioning a scheme under section 425 of the Companies Act 1985 (as amended by the Companies Act (Commencement No.5, Transitional Provisions and Savings) Order 2007 (SI 2007/3495) and now under Part 26 of the Companies Act) in connection with the reconstruction or amalgamation of the Company or the passing of a resolution for the voluntary winding up of the Company.
(g) In certain circumstances option holders may release their rights under options in consideration of the grant to them of equivalent rights over shares in an acquiring company which gains control of the Company.
(h) The number of Ordinary Shares acquired on exercise will in any event be limited by reference to the proceeds accrued under the relevant SAYE Contract up to the date of exercise.

6.2.8 Other option terms and issues of ordinary shares

(a) The SAYE Scheme provides the facility for the exercise of options to be satisfied by either the issue of Ordinary Shares, the transfer of Ordinary Shares held by trustees of an employee benefit trust established for the purpose of facilitating the holding of Ordinary Shares by Group employees or by the transfer of Ordinary Shares held in treasury.
(b) Options are not capable of transfer or assignment.
(c) Until options are exercised, option holders have no voting or other rights in relation to the Ordinary Shares subject to those options.
(d) Ordinary Shares allotted pursuant to the exercise of an option will rank pari passu in all respects with the Ordinary Shares already in issue but shall not rank for any dividends or other distribution payable by reference to a record date preceding the date of allotment. Ordinary Shares transferred on the exercise of an option shall be transferred without the benefit of any rights attaching to the Ordinary Shares by reference to a record date preceding the date of that exercise. For so long as the

Company's Ordinary Shares are traded on the full list of the London Stock Exchange, the Company will use its best endeavours to procure that the Ordinary Shares issued following exercise of any options are admitted to trading as soon as practicable after allotment.

(e) Benefits obtained under the SAYE Scheme are not pensionable.

6.2.9 Amendments

The SAYE Scheme is administered by the Board. The Board may amend the provisions of the SAYE Scheme. However, no amendment to a key feature of the SAYE Scheme shall have effect until HMRC has approved such amendment. Furthermore, the rules of the SAYE Scheme which relate to:

l the persons to whom options may be granted;
l the limits on the number of Ordinary Shares which may be issued under the SAYE Scheme;
l the maximum entitlement of any option holder;
l the basis for determining an option holder's entitlement to Ordinary Shares or options; and
l the basis for determining the adjustment of any option granted under the SAYE Scheme following any increase or variation in the share capital of the Company,

cannot be amended to the advantage of any option holder or potential option holder without the prior approval of the Company in a general meeting except for minor amendments to benefit the administration of the SAYE Scheme, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for option holders or any Group company.

6.2.10 Termination

The SAYE Scheme may be terminated at any time by resolution of the Board and shall in any event terminate on the tenth anniversary of its adoption so that no further options can be granted under the SAYE Scheme after such termination. Termination shall not affect the outstanding rights of existing option holders.

6.3 The CSOP

6.3.1 Eligibility

All employees (including full time Executive Directors) of the Company and any of its Subsidiaries may be granted options over Ordinary Shares under the CSOP provided that they are not prohibited under the relevant legislation relating to HMRC approved company share option plans from being granted an option by virtue of having (or having had) a material interest in the Company.

6.3.2 Grant

The Remuneration Committee has absolute discretion to select the persons to whom options are to be granted and (subject to the limits set out below) in determining the number of Ordinary Shares subject to each option.

(a) Options may be granted at the discretion of the Remuneration Committee provided that the CSOP has been formally approved by HMRC.

(b) Options may be granted during the period of 42 days commencing on: (a) the day on which the CSOP was formally approved by HMRC (being 3 July 2007); (b) the dealing day immediately following the date of the preliminary announcement of the Company's annual results or the announcement of its half-yearly results in any year (provided that whilst the Ordinary Shares are admitted to the Official List no option shall be granted during the first two dealing days following the date of any such announcement); or (c) any other time fixed by the Remuneration Committee where in its discretion circumstances are considered to be exceptional so as to justify the grant of options.
(c) If the grant of an option on any of the above days would be prohibited by virtue of the Model Code or any statute or regulation or order made pursuant to such statute, then such option may be granted during the period of 40 days commencing immediately after the second dealing day following the time that such prohibition shall cease to have effect.
(d) No consideration is payable for the grant of an option.

6.3.3 Scheme limits

(a) On any date, no option may be granted under the CSOP if as a result the aggregate nominal value of Ordinary Shares issued or issuable pursuant to options granted during the previous ten years under the CSOP or any other discretionary employees' share scheme (which excludes the SAYE Scheme, a share incentive plan approved by HMRC under Schedule 2 to the IT Act or any other share option scheme of the Company which is linked to a contractual savings scheme) adopted by the Company would exceed 5 per cent. of the nominal value of the share capital of the Company in issue on that date.
(b) On any date, no option may be granted under the CSOP if as a result the aggregate nominal value of Ordinary Shares issued or issuable pursuant to options granted during the previous ten years under the CSOP or any other employees' share scheme, profit sharing scheme or employee share ownership plan adopted by the Company would exceed 10 per cent. of the nominal value of the share capital of the Company in issue on that date.
(c) For the avoidance of doubt, any Ordinary Shares issued pursuant to options granted on or prior to the admission of the Ordinary Shares to the Official List on 12 July 2007 (whether under the CSOP or any other employees' share scheme adopted by the Company) shall not count towards the limits set out above and any Ordinary Shares already in issue when placed under option or subject to an option which has lapsed shall be disregarded for the purpose of the above limits.

6.3.4 Individual limit

Each individual's participation is limited so that the aggregate market value of Ordinary Shares subject to all options (calculated as at the date of grant of each option) held by that individual and granted under the CSOP and any other HMRC approved company share option plan operated by the Company or any associated company shall not exceed £30,000 or such other amount as may be permitted by HMRC.

6.3.5 Exercise price

(a) The exercise price per Ordinary Share under an option is determined by the Remuneration Committee at the time of grant but may not be less than the greater of: (a) the market value of an Ordinary Share as at the date of grant; and (b) in the case of an option to subscribe for Ordinary Shares, the nominal value of an Ordinary Share. Whilst the Ordinary Shares are listed on the Official List and have been so listed for at least one day, the market value of an Ordinary Share shall be the middle market price of an Ordinary Share as derived from the Official List for the day immediately preceding the date of grant. If the Ordinary Shares are not so listed, the market value of an Ordinary Share will be agreed with HMRC prior to the date of grant concerned.

(b) The exercise price (as well as the number of Ordinary Shares under option and their nominal value) may be adjusted by the Remuneration Committee in the event of any capitalisation issue or rights issue (other than an issue of Ordinary Shares pursuant to the exercise of an option given to the shareholders of the Company to receive shares in lieu of a dividend) or rights offer or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital. Any such adjustment will require the prior approval of HMRC.

6.3.6 Performance conditions

(a) The exercise of options granted under the CSOP will in normal circumstances be conditional upon the achievement of an objective performance target set at the time of grant. Such performance target shall be measured over a performance period (determined by the Remuneration Committee at the time of grant but which shall not be less than three years) (the "Performance Period"). The option will become capable of exercise following a date ("Vesting Date") specified at the time of grant which occurs after the expiry of the relevant Performance Period.
(b) In relation to the initial grant of options under the CSOP, it is intended that the Performance Period shall be three years long commencing from the first day in the financial year of the Company in which the options are granted, that the Vesting Date shall be the third anniversary of the date of grant of the options concerned and that the performance target shall be as described below.
(c) In normal circumstances the option will not be capable of exercise unless the average annual percentage growth in earnings per share over the Performance Period is greater than or equal to the average annual percentage growth in the retail price index plus 3 per cent. over the Performance Period.
(d) If the average annual percentage growth in earnings per share over the Performance Period is equal to the average annual percentage growth in the retail price index plus 3 per cent. over the Performance Period (the "Lower Target") the option may be exercised over 40 per cent. of the Ordinary Shares subject to the option.
(e) If the average annual percentage growth in earnings per share over the Performance Period is equal to the average annual percentage growth in the retail price index plus 10 per cent. over the Performance Period (the "Upper Target") the option may be exercised over 100 per cent. of the Ordinary Shares subject to the option.
(f) If the average annual percentage growth in earnings per share over the Performance Period falls between the Lower Target and the Upper Target, the number of Ordinary Shares over which the option may be exercised shall be determined on a straight line basis between 40 per cent. and 100 per cent. of the Ordinary Shares over which it has been granted.
(g) If events occur which cause the Remuneration Committee to reasonably consider that a different or amended target would be a fairer measure of performance, the Remuneration Committee may waive or amend the original performance target provided that any such amended target is not materially more difficult to achieve than the original performance target.

(h) It should also be noted that a performance target, applying to an option, may be measured over an abbreviated period less than the Performance Period in circumstances where an employee ceases to be a Group employee before the end of the relevant Performance Period or certain corporate events occur (such as a change of control of the Company) before the end of the relevant Performance Period. In these circumstances such performance target may be modified in such manner as the Remuneration Committee think fit so as to be applied over such abbreviated period.

6.3.7 Exercise of options

(a) Normally an option may only be exercised following the occurrence of the Vesting Date to the extent that the performance target has been satisfied and the participant is still an employee of the Company or of any Subsidiary.
(b) No option is capable of exercise more than ten years after its date of grant and will lapse on the tenth anniversary of its date of grant.
(c) Options may not be exercised during any prohibited period specified by the Model Code.
(d) In certain circumstances options may be exercised earlier than the Vesting Date, if the option holder ceases to be an employee of the Group. In particular, options may be exercised for a period of six months after the option holder ceases to be employed within the Group by reason of injury, ill health or disability (evidenced to the satisfaction of the Remuneration Committee), redundancy and retirement of the option holder on or after reaching the age of 60 or upon the sale or transfer out of the Group of the Company or undertaking employing him. In the event of cessation of employment of the option holder by reason of their death, their personal representatives will be entitled to exercise the option within twelve months following the date of their death. Where an option holder ceases to be employed within the Group for any other reason, options may also become exercisable for a limited period at the discretion of the Remuneration Committee.
(e) Exercise of options is also possible earlier than the Vesting Date in the event of a takeover, a scheme of arrangement under section 425 of the Companies Act 1985 (as amended by the Companies Act (Commencement No.5, Transitional Provisions and Savings) Order 2007 (SI 2007/3495) and now under Part 26 of the Companies Act) being sanctioned by the court in connection with the reconstruction or amalgamation of the Company or which otherwise gives rise to a change of control of the Company or the voluntary winding up of the Company. In the case of a takeover of the Company or the transfer out of the Group of the undertaking employing the option holder concerned, the Remuneration Committee may allow the option to be exercised immediately before, but with effect from, the takeover or the transfer of the undertaking concerned.
(f) In all of these circumstances allowing for early exercise of an option prior to the Vesting Date, the option may not be exercised unless (subject to any modification or waiver of the performance target under the rules) the performance condition, if any, to which it is subject has been satisfied. Where an option is exercised before the occurrence of the Vesting Date, the number of Ordinary Shares over which any option is capable of exercise shall, subject to the discretion of the Remuneration Committee, be pro-rated down proportionally. Unless the Remuneration Committee exercises its discretion (as described below) to the contrary, the pro-rating shall take effect so that the maximum number of Ordinary Shares over which an option is capable of exercise shall be equal to the proportion of the number of Ordinary Shares comprised in the option which equals the proportion of the number of days

which have elapsed from the date of grant of the option to the date upon which the relevant event triggering early exercise occurs, bears to the total number of days that would have elapsed from the date of grant to the Vesting Date, had the event triggering early exercise not occurred.

(g) In relation to the pro-rating mechanism outlined above, the Remuneration Committee has a discretion, having full regard to all the circumstances surrounding the early exercise of an option, to ignore the prescribed pro-rating of the Ordinary Shares over which such option may be exercised and make no such reduction.
(h) In the event of a takeover or an amalgamation or a reconstruction of the Company sanctioned by the court, an option holder may be allowed to exchange their option for new options over shares in the acquiring company, provided that the acquiring company agrees to such exchange and the rights under the new option are equivalent to those under the old option.

6.3.8 Other option terms and issues of Ordinary Shares

(a) The CSOP provides the facility for the exercise of options to be satisfied by either the issue of Ordinary Shares, the transfer of Ordinary Shares held by trustees of an employee benefit trust established for the purpose of facilitating the holding of Ordinary Shares by Group employees or by the transfer of Ordinary Shares held in treasury.
(b) Options are not capable of transfer or assignment.
(c) Until options are exercised, option holders have no voting or other rights in relation to the Ordinary Shares subject to those options.
(d) Ordinary Shares allotted pursuant to the exercise of an option will rank pari passu in all respects with the Ordinary Shares already in issue but shall not rank for any dividends or other distribution payable by reference to a record date preceding the date of such allotment. Ordinary Shares transferred on the exercise of an option shall be transferred without the benefit of any rights attaching to the Ordinary Shares by reference to a record date preceding the date of that exercise. For so long as the Company's Ordinary Shares are traded on the full list of the London Stock Exchange, the Company will use its best endeavours to procure that the Ordinary Shares issued following exercise of any options are admitted to trading as soon as practicable after allotment.
(e) Benefits obtained under the CSOP Scheme are not pensionable.

6.3.9 Administration and amendment

The CSOP is administered by the Remuneration Committee. The Remuneration Committee may amend the provisions of the CSOP. However, no amendment to a key feature of the CSOP shall have effect until HMRC has approved such amendment. Furthermore, the rules of the CSOP which relate to:

l the persons to whom options may be granted;
l the limits on the number of Ordinary Shares which may be issued under the CSOP;
l the maximum entitlement of any option holder;
l the basis for determining an option holder's entitlement to Ordinary Shares or options; and

l the basis for determining the adjustment of any option granted under the CSOP following any increase or variation in the share capital of the Company,

cannot be amended to the advantage of any option holder or potential option holder without the prior approval of the Company in general meeting except for minor amendments to benefit the administration of the CSOP, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for option holders or any Group company.

6.3.10 Termination

The CSOP may be terminated at any time by resolution of the Board and shall in any event terminate on the tenth anniversary of its adoption so that no further options can be granted under the CSOP after such termination. Termination shall not affect the outstanding rights of existing option holders.

6.4 The Performance Share Plan

6.4.1 Eligibility

Participation in the Performance Share Plan is open to Performance Share Plan Participants (being employees (including Executive Directors) of the Company and the Subsidiaries). The Remuneration Committee has the right to decide, in its sole discretion, whether awards will be granted and to which employees those awards will be granted.

6.4.2 Grant of awards

(a) The Remuneration Committee may resolve to grant an award subject to such additional terms (whether a Performance Condition (as such term is defined in the Performance Share Plan) and/or any other terms) as the Remuneration Committee may specify in accordance with the Performance Share Plan.
(b) The Remuneration Committee may determine whether an award shall be a conditional award or an option. Where the Remuneration Committee has not specified the type of an award, then an award shall be an option with a nil option price. If an award is an option, the Remuneration Committee shall determine the option price (if any) on or before the grant date subject to such option price being reduced or waived by the Remuneration Committee on or prior to the exercise of the option.
(c) A Performance Share Plan Participant (or their nominee) shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the vested shares in respect of dividend record dates occurring during the period between the grant date and the date of transfer or issue of the vested shares to the Performance Share Plan Participant unless the Remuneration Committee decides otherwise on or before the grant of an award.
(d) The Remuneration Committee shall decide the basis on which the value of such dividends shall be calculated. It may take into account the re-investment of dividends and whether the dividend equivalent shall be provided to the Performance Share Plan Participant in the form of cash and/or shares in deciding on such basis.
(e) In the event that the Remuneration Committee decides not to adopt the above mentioned dividend policy, it may grant an award on terms where the number of shares comprised in an award shall increase by deeming dividends that would have been paid on such shares in respect of dividend record dates occurring within the

period between the grant date and the date of transfer or issue of the vested shares to the Performance Share Plan Participant to have been re-invested in additional shares on such terms (as to the inclusion or exclusion of any dividend, tax credit, the price at which any such additional shares shall be deemed to have been purchased or otherwise) as the Remuneration Committee shall decide.

(f) An award may only be granted in a period of six weeks beginning with: (a) the date on which the Performance Share Plan was approved by the Shareholders (being 15 January 2010); or (b) the dealing day after the date on which the Company announces its results for any period; or (c) at any other time when the Remuneration Committee considers that circumstances are sufficiently exceptional to justify its grant.
(g) An award may not be granted after the expiry of the period of ten years from the date on which the Performance Share Plan was approved by the Shareholders.
(h) An award granted to any person shall not be transferred, assigned, charged or otherwise disposed of (except on their death to their personal representatives) and shall lapse immediately on any attempt to do so.
(i) An award granted to any person shall lapse immediately if he is declared bankrupt.

6.4.3 Limits

(a) An award shall not be granted in any calendar year if, at the time of its proposed grant date, it would cause the number of shares allocated on or after 12 July 2007 and in the period of ten calendar years ending with that calendar year under the Performance Share Plan and under any other employee share plan adopted by the Company to exceed such number as represents 150 per cent. of the ordinary share capital of the Company in issue at that time.
(b) The maximum total market value of the shares over which awards may be granted to any employee during any financial year of the Company is 100 per cent. of their salary (as such term is defined in the Performance Share Plan).

6.4.4 Vesting of awards

An award shall vest on the latter of: (a) the date on which the Remuneration Committee determines whether or not any performance condition and any other condition imposed on the vesting of the award has been satisfied (in whole or part); or (b) the third anniversary of the grant date (except where earlier vesting occurs pursuant to the terms relating to leavers or takeovers or other such corporate events) subject to the satisfaction of the regulatory and tax provisions on vesting pursuant to the Performance Share Plan.

6.4.5 Consequences of vesting

(a) On or as soon as reasonably practicable after the vesting of a conditional award, the Board shall transfer or procure the transfer of the vested shares to the Performance Share Plan Participant (or a nominee for him) pursuant to the terms of the Performance Share Plan.
(b) An option shall be exercisable in respect of the vested shares until the day before the tenth anniversary of the grant date (or such other period as the Remuneration Committee shall determine on or before the grant date) or, if earlier, the end of any relevant period of exercise pursuant to the terms of the Performance Share Plan.

6.4.6 Exercise of options

(a) An option which is vested may not be exercised until the regulatory and tax provisions of the Performance Share Plan have been satisfied.
(b) An option may be exercised in whole or in part save that an option shall not be exercised on any one occasion in respect of less than 10 per cent. of the vested shares. If the exercise of the balance of an option is in respect of less than 10 per cent. of the vested shares, the Performance Share Plan Participant shall exercise the option in respect of that fewer number of remaining shares.
(c) The exercise of any option shall be effected in the form and manner prescribed by the Board. An option which has become exercisable, shall pursuant to the rules of the Performance Share Plan relating to leavers, general offers, schemes of arrangement and winding up of the Company lapse at the end of the exercise period referred to above to the extent that it has not been exercised.

6.4.7 Cash alternative

(a) Where a conditional award vests or where an option has been exercised and vested shares have not yet been allotted or transferred to the Performance Share Plan Participant (or their nominee), the Remuneration Committee may determine that, in substitution for their rights to acquire such number of vested shares as the Remuneration Committee may decide (but in full and final satisfaction of their rights to acquire those shares), he shall be paid by way of additional employment income, a sum equal to the cash equivalent of that number of shares pursuant to the terms of the Performance Share Plan.
(b) The cash equivalent of a share is: (a) in the case of a conditional award, the market value of a share on the day when the award vests; and (b) in the case of an option, the market value of a share on the day when the option is exercised reduced by the option price in respect of that share.

6.4.8 Leavers

(a) If a Performance Share Plan Participant ceases to be a director or employee of a Group company before the normal vesting date by reason of death, retirement, injury, disability, redundancy inter alia and if the Remuneration Committee so decides then their award shall vest on the date of cessation and their award shall vest on the normal vesting date pursuant to the regulatory and tax provisions of the Performance Share Plan.
(b) An award in the form of an option which vests in this way may be exercised in respect of the vested shares during the period of twelve months commencing on the date of vesting (or, if shorter, within the exercise period) and to the extent of the options not exercised, it shall lapse at the end of that period.
(c) In the case of an option, if the Performance Share Plan Participant ceases to be a director or employee of a Group company on or after the normal vesting date for any reason specified above, the option shall continue to be exercisable during the period of twelve months commencing on the date of cessation (or, if shorter, until the expiry of the exercise period) and to the extent that the option is not exercised, it shall lapse at the end of that period.
(d) If a Performance Share Plan Participant ceases to be a director or employee of a Group company for any other reason than those specified above, then any award held by him shall lapse immediately on such cessation. Where an award vests on or

after a Performance Share Plan Participant ceasing to be a director or employee of a Group company, the Remuneration Committee shall determine the number of vested shares of that award pursuant to the terms of the Performance Share Plan.

6.4.9 Takeovers and other corporate events

(a) If any person (or group of persons acting in concert) obtains control of the Company as a result of making a general offer to acquire shares or having obtained control of the Company makes such an offer and such offer becomes unconditional in all respects, the Board shall within seven days of becoming aware of that event notify every Performance Share Plan Participant accordingly.
(b) All awards shall vest on the date of such notification if they have not then vested and any option may be exercised within one month of the date of such notification, but to the extent that an option does not exercise within that period, that option shall (regardless of any other provision of the Performance Share Plan) lapse at the end of that period.
(c) In the event that the Company enters into a scheme of arrangement or voluntary winding-up process, then all awards shall vest on the date of such event if they have not then vested and an option may be exercised within one month of such event. Where the option is not exercised within that period, it shall (regardless of any other provision of the Performance Share Plan) lapse at the end of that period.
(d) In the event that a company is expected to obtain control of the Company as a result of an offer and at least 75 per cent. of the shares in the acquiring company are expected to be held by substantially the same persons who immediately before obtaining control of the Company were Shareholders then the Remuneration Committee with the consent of the acquiring company, may decide before the obtaining of such control that an award shall not vest but shall be automatically surrendered in consideration for the grant of a new award which the Remuneration Committee determines is equivalent to the award it replaces except that it shall be over shares in the acquiring company or some other company.
(e) If an award vests as a result of a takeover or other corporate event, as described above, the Remuneration Committee shall determine the number of vested shares of that award by: (a) applying any performance condition and any other condition imposed on the vesting of the award; and (b) applying a pro rata reduction to the number of shares based on the period of time after the grant date and ending on the next anniversary of the grant date following the early vesting date relative to the period of three years pursuant to the terms of the Performance Share Plan.

6.4.10 Adjustment of awards

The Remuneration Committee may make such adjustments as it considers appropriate on any variation of the share capital of the Company or a demerger, special dividend or other similar event which affects the market price of the Company's shares to a material extent.

6.4.11 Alterations

The Remuneration Committee may at any time alter the Performance Share Plan or the terms of any award except that no alteration to the advantage of an individual to whom an award has been or may be granted shall be made concerning the eligibility, the individual limits on participation, the overall limits on the issue of shares, the basis for determining a Performance Share Plan Participant's entitlement, inter alia, without the prior approval by ordinary resolution of the Shareholders in a general meeting.

6.4.12 Share rights

(a) All shares allotted under the Performance Share Plan shall rank pari passu in all respects with shares then in issue except for any rights attaching to such shares by reference to a record date before the date of the allotment.
(b) Where vested shares are transferred to Performance Share Plan Participants (or their nominee(s)) or, in the case of forfeitable shares, released from their restrictions under the Performance Share Plan, Performance Share Plan Participants shall be entitled to all rights attaching to such shares by reference to a record date on or after the date of such transfer or release of such restrictions.

6.5 Directors' holdings of options in the Performance Share Plan

As at the date of this document, the details of those options held by Directors pursuant to the Performance Share Plan are as follows:

	Number and type	Market price of award	Date	Exercise price	Exercise
Director	of Options	(p)	of grant	(p)	period
Alexander McLeod	530,035	28.5	01/02/2010	NIL	30/11/2012
	583,657	25.5	20/12/2010	NIL	20/12/2013
Anthony Kirkbright	291,519	28.5	01/02/2010	NIL	30/11/2012

7. Directors' and Senior Managers' interests and other directorships

7.1 In addition to the options referred to in paragraph 6.5 above, the interests of each Director or Senior Manager (including any interest known to that Director or Senior Manager or which could with reasonable diligence be ascertained by him of any person connected with a Director or Senior Manager within the meaning of sections 252 to 255 of the Companies Act (a "Connected Person")) in the share capital of the Company at the date of this document and immediately following Admission are as follows:

Director	Number of Consolidated Ordinary Shares currently held	Percentage of issued share capital currently held	Number of Consolidated Ordinary Shares held immediately following Admission*	Percentage of issued share capital held immediately following Admission*
Timothy Ross	6,694	0.23%	131,282	0.26%
Alexander McLeod	NIL	NIL	NIL	NIL
Anthony Kirkbright	121,879	4.20%	171,879	0.34%
David Shearer	1,389	0.05%	80,921	0.16%
David Gray	1,250	0.04%	5,329	0.01%
				Percentage
			Number of	of issued
			Ordinary	share capital
	Number of	Percentage	Shares held	held
	Consolidated	of issued	immediately	immediately
	Ordinary Shares	share capital	following	following
Senior Manager	currently held	currently held	Admission*	Admission*
Michael Beard	121,879	4.20%	121,879	0.24%
David Cairns	121,879	4.20%	121,879	0.24%
John Ivinson	NIL	NIL	NIL	NIL

* Assuming that all of the Placing Shares are issued and that no further Ordinary Shares are issued as a result of the exercise of any options under the Share Option Schemes between the posting of this document and the closing of the Issue

7.2 The Directors currently hold and have held the following directorships and partnerships within the five years prior to the date of this document:

Director	Current directorships	Former directorships
Timothy Ross	Churngold Construction Holdings Limited Crosswater Resources Limited Edenhall Building Products Limited Edenhall Concrete Limited Edenhall Concrete Products Limited Edenhall Limited Hargreaves Esot Trustee Limited Hargreaves Services plc May Gurney Group Limited May Gurney Group Trustees Limited May Gurney Integrated Services plc Merchants' Academy Services Limited Monsal Holdings Limited PD Edenhall Developments Limited PD Edenhall Estates Limited PD Edenhall Limited PD Edenhall Properties Limited Quartet Community Foundation Superglass Holdings plc The Plastic Surgeon Holdings Limited The Plastic Surgeon Limited	Apollo Lifts Holdings Limited Cast Advanced Concretes Limited Clarke Bond Group Ltd (In Administration) Clifton College Services Limited Connaught Esop Trustee Limited Connaught plc (In Administration) Costessey Developments Trustee Company Limited Ennstone plc Lavendon Group plc Leaseway Vehicle Rental Limited Selborne Tile & Brick Limited
Alexander McLeod	Association for the Conservation of Energy Eurisol-UK Limited Party Wall Thermal Bypass Advice Body Limited Superglass Group Limited Superglass Holdings plc Superglass Insulation Limited	N/A
Anthony Kirkbright	Superglass Group Limited Superglass Holdings plc Superglass Insulation Limited
David Shearer	Aberdeen New Dawn Investment Trust plc Buchanan Shearer & Co Limited Martin Currie Limited Martin Currie (Holdings) Limited Mithras Investment Trust plc Renold plc STV Group plc Superglass Holdings plc	Bank of Scotland plc Castle Bidco Limited City Inn Limited Castle Midco Limited Crest Nicholson plc Castle Topco Limited Halifax plc HBOS plc HBOS Treasury Services plc Scottish Financial Enterprise

Smart Digs 2005 Limited The Glasgow School of Art

Director	Current directorships	Former directorships
David Gray	Romag Holdings plc (In Administration)	Dart Energy (Europe) Limited
	Scottish Water Business Stream	DTZ Consulting and Research
	Holdings Limited	(Europe) Limited
	Scottish Water Horizons Holdings Limited	DTZ Holdings plc
	Superglass Holdings plc	DTZ Investment Management
	Thomas Smith and Co. (Peterhead) Limited	Limited
	(In Receivership)	DTZ Pieda Consulting Limited
		F&C Asset Management plc
		J.C. Rennie & Co., Limited

7.3 The Senior Managers currently hold and have held the following directorships within the five years prior to the date of this document.

Senior Manager	Current directorships	Former directorships
Michael Beard	Superglass Insulation Limited Superglass Group Limited	Superglass Holding plc
David Cairns John Ivinson	Superglass Insulation Limited Superglass Insulation Limited	N/A Diosynth Limited

7.4 None of the Directors or Senior Managers:
7.4.1 has any unspent convictions in relation to indictable offences; or
7.4.2 has been bankrupt or the subject of an individual voluntary arrangement, or has had a receiver appointed to the assets of such Director or Senior Manager; or
7.4.3 has been a director of any company which, while he was a director or within 5 years after he ceased to be a director, had a receiver appointed or went into compulsory liquidation, creditors voluntary liquidation, administration or company voluntary arrangement or made any composition or arrangement with its creditors generally or with any class of its creditors, save:
- (a) Timothy Ross resigned as a director of Connaught plc (In Adminstration) on 9 January 2011. Connaught plc (In Adminstration) entered administration proceedings on 8 September 2010.
- (b) Timothy Ross resigned as a director of Selborne Tile & Brick Limited on 29 April 2005. Selborne Tile & Brick Limited entered administration proceedings on 4 October 2005.
- (c) Timothy Ross resigned as a director of Ennstone Plc on 31 December 2008, Ennstone Plc entered administration proceedings on 10 March 2009.
- (d) Timothy Ross resigned as a director of Leaseway Vehicle Rental Limited on 1 November 2007. Leaseway Vehicle Rental Limited entered administration proceedings on 1 December 2010.
- (e) Timothy Ross resigned as a director of Clarke Bond Group Ltd (In Administration) on 16 October 2011. Clarke Bond Group Ltd (In Administration) entered administration proceedings on 16 September 2011.
- (f) David Gray is currently a director of Romag Holdings plc (In Administration). Romag Holdings plc (In Administration) entered administration proceedings on 4 April 2011.
- (g) David Gray is currently a director of Thomas Smith and Co. (Peterhead) Limited (In Receivership). Thomas Smith and Co. (Peterhead) Limited (In Receivership) entered receivership proceedings on 13 December 2004.
7.4.4 has been a partner of any partnership which, while he was a partner or within 5 years after he ceased to be a partner, went into compulsory liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to any partnership asset; or
7.4.5 has had any public criticism by statutory or regulatory authorities (including recognised professional bodies); or
7.4.6 has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.
7.5 save as disclosed in 7.1, none of the Directors or Senior Managers or persons connected with them has any interest, beneficial or non-beneficial in the share capital of the Company;
7.6 there are no outstanding loans granted by the Company to any Director or Senior Manager nor are there any guarantees provided by the Company for their benefit;
7.7 no Director or Senior Manager has any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of or leased to the Group;
7.8 no Director or Senior Manager or any person connected with him has a related financial product referenced to the Ordinary Shares;
7.9 none of the Directors or Senior Managers has any direct or indirect interest in any contract, which is or was unusual in its nature or conditions or significant to the nature of the Group which was effected by the Group during this or the previous financial year of the Group.

8. Directors'service arrangements, letters of appointment and emoluments

8.1 Executive Directors

8.1.1 The following contracts of service have been entered into between the Company and the Executive Directors:

Director	Commencement date		Notice period Annual salary (£)
Alexander McLeod	1 October 2009	6 months	150,000
Anthony Kirkbright	16 October 2009	6 months	110,000

8.1.2 Alexander McLeod has entered into a service agreement with the Company dated 14 July 2009, subject to termination upon six months' notice by either party. The agreement provides for an annual salary of £150,000, the use of a company car, membership of a private medical scheme, relocation expenses, and pension contributions of 15 per cent. of his salary and post termination restrictive covenants covering a period of six months. Alexander has a period of continuous employment commencing on 1 October 2009. He has served as Chief Executive since 2009.
8.1.3 Anthony Kirkbright has entered into a service agreement with the Company dated 4 August 2009, subject to termination upon six months' notice by either party. The agreement provides for an annual salary of £110,000, the use of a company car, membership of a private medical scheme, pension contributions of 15 per cent. of his salary and post termination restrictive covenants covering a period of twelve months. Anthony has a period of continuous employment commencing on 28 September 1986. He has served as Finance Director since 1990.

8.2 Non-executive Directors

The following letters of appointment have been entered into between the Company and the Nonexecutive Directors:

Non-executive Director	Commencement date		Notice period Annual salary (£)
Timothy Ross*	26 February 2007	See below	50,000
David Shearer	26 February 2007	See below	37,500
David Gray	17 July 2009	See below	35,000

* The services of Timothy Ross are provided by Crosswater Resources Limited.

8.2.1 During the first twelve months of service, Non-executive Directors' service agreements may be terminated on six months' notice being given by either party, or in certain circumstances immediately. No formal notice period is specified after the first twelve months of service. Under certain circumstances upon termination, the Company is required to make payment of Non-executive Directors' fees to the extent that they would have been payable up to the anniversary of appointment. In certain other circumstances, immediate termination would require no payment to be made by the Company.
8.2.2 The services of Timothy Ross as a Non-executive Director and Chairman are provided under the terms of an agreement between the Company and Crosswater Resources Limited dated 26 February 2007 for an initial period of one year, at an initial fee of £50,000 per annum (inclusive of services as a member of and Chairman of each of the committees to which he is appointed). His current term of office expires on 26 February 2012 and he has served as Non-executive Director since 2007.
8.2.3 The services of David Shearer as a Non-executive Director and Senior Independent Director are provided under the terms of an agreement between the Company and David Shearer dated 26 February 2007 for an initial period of one year, at an initial fee of £30,000 per annum (since amended as noted above) together with £5,000 in respect of services as a member of and Chairman of the Audit Committee. His current term of office expires on 26 February 2012 and he has served as a Non-executive Director since 2007.
8.2.4 The services of David Gray as Non-executive Director are provided under the terms of an agreement between the Company and David Gray dated 17 July 2009 for an initial period of one year, at an initial fee of £30,000 per annum together with £5,000 in respect of services as a member of and Chairman of the Remuneration Committee. His current term of office expires on 17 July 2012 and he has served as a Non-executive Director since 2009.

8.3 Senior Managers

8.3.1 The following contracts of service have been entered into between the Company or Superglass Insulation and the Senior Managers:

Senior Manager	Commencement date		Notice period Annual salary (£)
Michael Beard	16 August 2005	6 months	£62,598
David Cairns	16 August 2005	6 months	£70,677
John Ivinson	3 May 2010	6 months	£90,000

8.3.2 Michael Beard has entered into a service agreement with the Company dated 16 August 2005, subject to termination upon six months' notice by either party. The agreement provides for an annual salary of £54,733 (since amended as noted above), the use of a company car, membership of a private medical scheme, permanent health insurance, pension contributions of 5 per cent. of his salary and post-termination restrictive covenants covering a period of nine months. Michael has a period of continuous employment commencing on 1 May 2001. He has served as Sales and Marketing Director since 2005.

8.3.3 David Cairns has entered into a service agreement with the Company dated 16 August 2005, subject to termination upon six months' notice by either party. The agreement provides for an annual salary of £50,909 (since amended as noted above), the use of a company car, membership of a private medical scheme, permanent health insurance, pension contributions of 5 per cent. of his salary and post-termination restrictive covenants covering a period of nine months. David has a period of continuous employment commencing on 10 May 1989. He has served as Works Manager since 2005.
8.3.4 John Ivinson has entered into a service agreement with Superglass Insulation effective as of 1 May 2010, subject to termination upon six months' notice by either party. The agreement provides for an annual salary of £85,000 (since amended as noted above), the use of a company car, membership of a private medical scheme, permanent health insurance, pension contributions of 5 per cent. of his salary and post-termination restrictive covenants covering a period of nine months. John has a period of continuous employment commencing on 1 May 2010. He has served as Operations Director since 2010.

9. Director and Senior Manager Remuneration

The Directors' remuneration for the full year ending 31 August 2010 is shown below:

Y/E August 2011 (£000)	Salaries/fees	Bonus4	Benefits1	Pension3	Total
Executive Directors
Alexander McLeod2	134	15	5	21	175
Anthony Kirkbright	112	5	1	8	126
Non-executive Directors
Timothy Ross	50	–	–	–	50
David Shearer	38	–	–	–	38
David Gray	35	–	–	–	35
Senior Managers		Salaries/fees	Bonus	Pension	Total
Michael Beard		62,598	11,508	2,926	77,032
David Cairns		70,677	963	2,926	74,566

John Ivinson 26,154 10,870 4,250 41,274

1 Benefits principally comprise provision of motor vehicle and private healthcare insurance.

2 From date of appointment on 1 October 2009.

3 Pension contributions represent defined contribution payments.

4 Taken in deferred shares.

9.1 Pensions

The Executive Directors are members of the Company's Group personal pension plan, a defined contribution scheme under which the Company makes an annual contribution of 15 per cent. of basic annual salary. This may be supplemented by each member as desired and as permitted under current pension legislation.

In the financial year ended 31 August 2010, the Company made contributions to defined contribution pension plans of £166,000 (2009: £145,000, 2008: £170,000).

Payments are made to the personal pension plan monthly in arrears, therefore at the end of a given month only one month's company contribution is set aside. At the end of August 2011 this amounted to £15,272.

10. Principal holders of securities

10.1 So far as the Company is aware, as at 4 November 2011, being the latest practicable date prior to the publication of this document, in addition to the Directors' interests in Ordinary Shares set out in paragraph 7.1 above, the following persons hold voting rights (within the meaning of the Disclosure Rules and Transparency Rules) directly or indirectly, in respect of 3 per cent. or more of the Company's issued and outstanding Ordinary Shares:

			Commitment		Expected
			received to	Expected	percentage
		Percentage	subscribe	number of	of
	Number of	of	for shares		Ordinary issued share
	Consolidated issued share		under	Shares held	capital held
	Ordinary Shares	capital		the Firm immediately immediately
	currently	currently	Placing and	after	after
Shareholder	held	held	Placing	Admission*	Admission
BlackRock Investment
Management (UK) Limited	421,020	14.54%	5,000,000	5,421,020	10.81%
Schroder Investment
Management Limited	380,493	13.13%	2,500,000	2,880,493	5.74%
John Smellie	154,182	5.29%	–	154,182	0.31%
Robert and Raewyn Paterson	117,879	4.07%	–	117,879	0.23%
Guiness Peat Plc	117,394	4.05%	–	117,394	0.23%
Hansa Trust PLC	117,361	4.05%	–	117,361	0.23%
Aviva	107,689	3.72%	1,500,000	1,607,689	3.20%
Ennismore Fund Mgmt Ltd	101,716	3.51%	2,500,000	2,601,716	5.19%
Universities Superannuation
Scheme Limited	95,806	3.31%	–	95,806	0.19%

10.2 The voting rights attaching to the Ordinary Shares held by the shareholders set out in paragraph 10.1 above are no different to the voting rights attaching to any other Ordinary Share.
10.3 Save as disclosed in this document, the Directors are not aware of any persons who, immediately following Admission, will directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor are they aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

11. Significant subsidiaries

As at Admission, the Company's significant subsidiaries will be as follows:

		Issued share
Name	Country of incorporation	Nature of business	capital (fully paid)	Percentage interest
Superglass Group Limited	England (05515265)	Intermediate holding company	£1	100%
Superglass Insulation Limited*	England (02160591)	Manufacture of insulation products	£100,000	100%
* held indirectly.

12. Working capital

The Company believes that the Group does not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

As the detailed terms of the grant are unknown, the Company, Brewin Dolphin and Clydesdale Bank cannot state comprehensive criteria against which they would evaluate the suitability of the grant (if awarded) for the purposes of the conditions of the issue described in paragraph 1 of Part VII. However, the Company is presently aware that Clydesdale Bank will require satisfactory evidence that the RSA grant described in paragraph 2 of Part VII of this document has been approved in an amount of not less than £1.6 million (or such lesser amount as the Company and Clydesdale Bank may agree) by 14 November 2011 and to receive a copy of material formally awarding such grant (in a form satisfactory to the bank) by 21 November 2011 and that Brewin Dolphin will need to be satisfied with the quantum of such grant.

If the grant is not approved

If Clydesdale Bank does not receive material satisfactory to it formally awarding the grant to the Company (as discussed above) by 21 November 2011, then based on forecast trading and the Company's working capital at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 21 November 2011 as a result of the deferral of the £0.8 million repayment to the bank originally due on 31 August 2011 falling due to Clydesdale Bank and trading in the period.

If the grant is approved

The temporary and conditional relaxations and amendments to the Company's existing facility structure agreed with Clydesdale Bank and announced on 5 September 2011 expired on 31 October 2011, and the current temporary and conditional relaxations and amendments (described in paragraph 2 of Part VII of this document) will expire on 30 November 2011 unless the Issue and Proposals complete on or before that date (assuming that the bank has received satisfactory evidence that the RSA grant described in paragraph 2 of Part VII has been approved in an amount of not less than £1.6 million by 14 November 2011, Clydesdale Bank having received a copy of a formal award of such grant in a form satisfactory to the bank by 21 November 2011, failing which the relaxations and amendments to the existing facility structure will cease to have effect on the relevant date). If the Firm Placing and Placing and Open Offer completes by 30 November 2011 and Clydesdale Bank's requirements with respect to the grant are met, then the New Facilities Agreement will become unconditional.

Should the Firm Placing, Placing and Open Offer not complete (but assuming the RSA grant is awarded in an amount of at least £1.6 million, or such lesser amount as the Company and Clydesdale Bank may agree) and subject to Brewin Dolphin being satisfied with the quantum of such grant and the conditions relating to Clydesdale Bank's satisfaction with the quantum and terms of such grant being met by the relevant dates (as described above), then based on forecast trading and the Company's working capital position at that time, the Directors forecast that the Company will exceed its overdraft facility by £1.6 million on 30 November 2011 when the current temporary and conditional relaxations and amendments granted by Clydesdale Bank are due to expire with the reasons for this shortfall being the £0.8 million repayment (deferred since 31 August 2011) and the quarterly loan payment of £1.02 million (due on 30 November 2011) totalling £1.8 million falling due to Clydesdale Bank on this day.

In the event that the relevant Shareholder approvals for the Proposals (as described in paragraph 2 of Part VII) are not granted on or before 30 November 2011 (being the date the current temporary conditional relaxations and amendments to the Company's banking facilities are due to expire), then the Company will not be able to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities. In those circumstances, irrespective of the outcome of any subsequent negotiations with Clydesdale Bank, it is unlikely that Shareholders would receive any return of value in respect of their shareholdings in the Company, whether through a formal insolvency process, an equity refinancing (which is likely to result in a severe dilution of Shareholders' interests in the Company) or otherwise.

The Board believes that if the Firm Placing, Placing and Open Offer complete, the strengthened capital base will provide the Group with necessary capital to execute the proposed capital expenditure programme (as described in paragraph 5 of Part VII of this document) with a view to benefitting from improved market share within the Company's existing market place and capitalising on forecast growth due to structural changes in energy conservation.

13. Material contracts

The following contracts (not being contracts entered into in the ordinary course of business) which have been entered into within two years prior to the date of this document by members of the Group and contracts (not being contracts entered into in the ordinary course of business) entered into at any time by members of the Group which contain provisions under which any member of the Group has any obligation or entitlement which is or may be material to the Group as at the date of this document:

13.1 Placing Agreement

(a) The Company entered into the Placing Agreement with Brewin Dolphin on 7 November 2011, pursuant to which Brewin Dolphin has agreed to act as sponsor (as defined in the Listing Rules) to the Company in respect of the Proposals and the preparation, issue and publication of this document and any supplementary prospectus that may be issued.
(b) The obligations of Brewin Dolphin under the Placing Agreement are conditional upon, inter alia,
l the shareholders of the Company passing the Resolutions by the requisite majority (without any amendment not previously approved by Brewin Dolphin) at the General Meeting;
l Admission occurring not later than 8:00 a.m. on 1 December 2011 (or such later time and date as may be agreed between the Company and Brewin Dolphin);
l the agreements necessary to effect the Capital Restructuring having been entered into and not having been terminated in accordance with their terms; and
l the Placing Agreement having become unconditional in all respects, and not having been terminated, in accordance with its terms.
(c) The Company has given customary warranties to Brewin Dolphin in relation to the business, the legal and regulatory compliance of the Group and the contents of this document. The Company has also given an indemnity in favour of Brewin Dolphin and persons related to it which is customary for this type of agreement in respect of any losses which Brewin Dolphin or any other indemnified person may suffer as a result of Brewin Dolphin acting in connection with the Proposals. The liability of the Company under the warranties and indemnities provided by it is unlimited.

Under the Placing Agreement, Brewin Dolphin will receive an aggregate corporate advisory and corporate broking fee of £0.46m, equivalent to 5 per cent. of the gross proceeds of the Firm Placing, the Placing and the Open Offer (other than shares subscribed for by Brewin Dolphin and the Directors). Brewin Dolphin has instructed the Company, at Admission, to apply 50 per cent. of such fee (exclusive of any VAT) to the satisfaction of Brewin Dolphin's commitment to subscribe for 1,145,000 New Ordinary Shares in the Firm Placing, and to reduce the amount of immediately available funds owed to Brewin Dolphin by an equivalent amount. Pursuant to the engagement letter between Brewin Dolphin and the Company, Brewin Dolphin may not sell for a period of twelve months following Admission the New Ordinary Shares for which it subscribes under the Firm Placing.

(d) The Company has agreed to bear all fees, costs, charges and expenses of or incidental to the satisfaction of, inter alia, the Proposals, including, but not limited to, the fees and expenses of Brewin Dolphin's professional advisers, the cost of preparation, advertising, printing and distribution of this document and all other documents connected with the Proposals, the listing fees of the UK Listing Authority, any charges by CREST and the fees of the London Stock Exchange.

13.2 Licence agreement dated 8 August 1987 made, inter alia, between (1) Glass and (2) Superglass Insulation, as amended (the "Licence Agreement").

(a) Pursuant to this Licence Agreement, amongst other things, Glass licences certain technology and know-how (the "Technology") to the Group and also supplies the Group with certain equipment, in each case used by the Group in the manufacture of insulation products. Under the Licence Agreement, the Group is granted a paid up, perpetual, royalty free, nonexclusive licence to use the Technology in England, Scotland and Wales.
(b) Whilst the term of the Licence Agreement has now expired and there is no longer a requirement to make royalty payments, certain provisions may survive the term, in particular the Group is subject to certain ongoing purchasing obligations, which include the need: (i) to purchase any requirements for certain equipment from Glass or such supplier as Glass shall specify (comprising a subsidiary or other affiliate of Glass); (ii) to comply with the specified timetable for orders in respect of relevant equipment; and (iii) to return all used spinner discs to the relevant supplier at the end of their useful life.
(c) The above purchasing obligations are stated to apply to the Group whilst the Group utilises the Technology and for the longer of: (i) five years from the expiration of the term; or (ii) five years from the date when it has been conclusively established that the Technology comprised in the relevant equipment has become non-proprietary and is made generally available to the fibreglass manufacturing industry from third party suppliers.
(d) On the occurrence of specified events (including breach by Glass of relevant delivery obligations and its obligation to supply equipment at prices no more expensive than those offered to other Glass licensees), the Group is entitled to obtain documentation deposited in escrow detailing the Technology for the manufacture of relevant spinner discs and to disclose it to certain manufacturing entities in the United Kingdom.
(e) The Licence Agreement contains certain provisions relating to assignment and/or change of control. An "assignment" is deemed to be effected on change of control of any company in the Group. Change of control is defined as the transfer of the registered or beneficial ownership or the voting rights of shares or other securities conferring in the aggregate 50 per cent. or more of the total voting rights to any person or entity different from those persons that were the holders of the total voting rights conferred by all of the shares and securities in the relevant company.
(f) However, the Licence Agreement further provides that assignment is possible without the prior written consent of Glass to a third party which is not a Competitive Transferee (as defined below) that has satisfied certain conditions precedent including, in the case of an

assignment which occurs by reason of a change in voting rights, the procurement of any person or entity that controls the relevant company first having signed a further agreement with Glass in an agreed form under which the new controller agrees to procure compliance with the Licence Agreement.

(g) The phrase "Competitive Transferee" is defined in the Licence Agreement, and, in summary, is any entity or person that is engaged directly, or which controls, is controlled by or under common control with any entity that either licenses technology for or manufactures glass wool or certain other specified types of fibreglass, rock wool or mineral wool.
(h) The Licence Agreement contains specific provisions which apply as a result of the flotation of the Company. If any member of the Group wishes to appoint to its board of directors any person who is an employee, agent or consultant of a Competitive Transferee, the member of the Group must first ensure that such person signs a secrecy agreement directly with Glass and agrees to certain other confidentiality restrictions. Further, if a Competitive Transferee acquires 3 per cent. or more of the issued and outstanding securities of the Company, Glass must be notified of this event.

13.3 Supply Agreement dated 9 July 1999 among (1) InstaFibre Limited, (2) InstaFoam & Fibre Limited, (3) InstaGroup Holdings Limited, (together "Insta"), (4) Superglass Insulation, (5) Encon Limited and (6) Encon Investments Limited, as amended (the "Insta Agreement").

(a) The Insta Agreement obliges Insta to make minimum purchases of specified products and obliges the Group to make such products available for Insta to purchase. Products supplied pursuant to the Insta Agreement must meet the specification and standards set out therein. The minimum quantities, the prices and the rebates for such products are to be agreed between the parties each year.
(b) The Group is obliged to supply the specified products to Insta on an exclusive basis and is precluded from operating in competition with Insta either directly or indirectly in respect of the specified products (except in limited circumstances). Any plans or drawings relating to the relevant products, together with all associated intellectual property rights, are the exclusive property of Insta. The Group gives various indemnities pursuant to the Insta Agreement, including an indemnity for breach of the warranties given.
(c) The Insta Agreement precludes assignment and sub-contracting and can be terminated on two years' written notice.

13.4 Novation Agreement dated 7 November 2011 among Superglass Group, the Company, Superglass Insulation and Clydesdale Bank (the "Novation Agreement").

In order to allow the parties to fulfil their obligations under the Loan Capitalisation Agreement (as such term is defined in paragraph 13.5 below), the parties agreed to further amend the Existing Facilities Agreement (as such term is defined in paragraph 13.6 below) in accordance with the Novation Agreement by novating £12.15 million of the principal amount of debt outstanding under the Existing Facility A (as such term is defined in paragraph 13.6 below) from Superglass Group to the Company.

13.5 Loan Capitalisation Agreement dated 7 November 2011 between Clydesdale Bank and the Company (the "Loan Capitalisation Agreement").

Pursuant to the Loan Capitalisation Agreement, Clydesdale Bank agreed to release £12.15 million of the outstanding amount of principal of the Existing Facility A (as such term is defined in paragraph 13.6 below) in consideration for the issue to Clydesdale Bank of the Convertible Shares having the rights set out in the New Articles immediately following the satisfaction of the Resolutions, the Equity Raising (as such term is defined in paragraph 13.9 below), execution of the New Facilities Agreement and the execution of the Novation Agreement.

13.6 Facilities Agreement dated 16 August 2005 made between (1) Clydesdale Bank, (2) Superglass Group, (3) the Company and (4) Superglass Insulation as amended and restated by an amendment and restatement agreement dated 2 July 2007 and as further amended by amendment agreements dated 3 December 2008, 18 May 2009, 23 November 2010 and 27 April 2011 (the "Existing Facilities Agreement").

Pursuant to the Existing Facilities Agreement, Clydesdale Bank has made available to the Group a bilateral facility comprising three facilities as follows:

(a) to Superglass Group, a sterling term loan facility in an aggregate amount of £23,000,000 ("Existing Facility A");
(b) to Superglass Group, a sterling term loan facility in an aggregate amount of £5,000,000 ("Existing Facility B"); and
(c) to Superglass Insulation, the Company and Superglass Group, a sterling overdraft and ancillary facility in the following amounts:
l in respect of the Company £100,000;
l in respect of Superglass Group, £100,000; and
l in respect of Superglass Insulation £4,800,000 ("Existing Facility C"),

(together the "Existing Facilities" and each an "Existing Facility").

Purpose of Existing Facilities

Existing Facility A and Existing Facility B were made available for the purposes of:-

l refinancing the working capital facilities provided by The Governor and Company of the Bank of Scotland to Superglass Insulation and refinancing any facilities provided by 3i plc to Superglass Insulation;
l funding the acquisition by Superglass Group of all the shares of Superglass Insulation; and
l repayment of sums owing under the deep discounted bond instrument.

Existing Facility C was made available for the purposes of funding the working capital requirements of the Group.

Interest on Existing Facilities

Interest accrues on amounts outstanding under the Existing Facilities as follows:-

l in respect of Existing Facility A, at 3 per cent. above LIBOR plus mandatory costs;
l in respect of Existing Facility B, at 3.5 per cent. above LIBOR plus any mandatory costs; and
l in respect of Existing Facility C, at 3.5 per cent. above Clydesdale Bank's Base Rate from time to time.

Interest on such amounts is payable quarterly in arrears on 28 February, 31 May, 31 August and 30 November of each year (each an "Interest Payment Date").

Any default interest due shall accrue at 2 per cent. above the rate of interest otherwise payable.

Break costs are also payable to the extent any loan or unpaid sum is paid on a day other than an Interest Payment Date.

Repayment of Existing Facilities

Existing Facility A is repayable in instalments as set out in the relevant amortisation schedule. Pursuant to the October Waiver Letter (as defined below), £821,450 of Existing Facility A is repayable on 30 November 2011 and thereafter repayments of £1,026,812.50 are to be made on each Interest Payment Date until and including 28 February 2014.

Existing Facility B is repayable in full on 31 July 2014.

Existing Facility C is repayable on demand.

In addition, the total outstandings in respect of the Existing Facilities are repayable in the event of a sale of all or substantially all of the assets of the Group. Mandatory prepayment provisions also apply in relation to, broadly, disposal and insurance proceeds received by the Group.

Bank Fees

A commitment fee of 1 per cent per annum in respect of the average aggregate available commitment in respect of Existing Facility C is payable quarterly in arrears.

Security for the Existing Facilities

The Existing Facilities Agreement contains a guarantee pursuant to which each of the Company, Superglass Insulation and Superglass Group (the "Guarantors" and each a "Guarantor") guarantees the performance of the obligations and liabilities of each other Guarantor to Clydesdale Bank (the "Existing Guarantee").

The Existing Facilities Agreement is secured by debentures dated 16 August 2005 from each of the Company, Superglass Group and Superglass Insulation in favour of Clydesdale Bank pursuant to which the companies granted fixed and floating charges over all their assets to secure their obligations and liabilities to Clydesdale Bank (the "Existing Debentures"). The Existing Facilities Agreement is also secured by a standard security and an assignation of rents from Superglass Insulation in favour of Clydesdale Bank in respect of Thistle Industrial Estate, Sterling premises (together with the Existing Guarantee and the Existing Debentures, the "Existing Security Documents").

General

The Existing Facilities Agreement contains the usual events of default, representations, warranties, covenants and information undertakings for facilities of this nature, including the requirement to deliver financial statements, compliance certificates and budgets to Clydesdale Bank in a specified form. It also includes restrictions on the creation and existence of security, the creation of indebtedness, the disposal of assets and the acquisition of any assets or business (subject in each case to certain permissions).

Financial Covenants

The Existing Facilities Agreement also contains financial covenants in respect of interest cover and cashflow cover, tested quarterly on a 12 month rolling consolidated basis and interest cover and cashflow cover tested on a 12 month look forward basis.

13.7 Letter dated 31 August 2011 made between (1) Clydesdale Bank, (2) Superglass Group, (3) the Company, and (4) Superglass Insulation relating to the Existing Facilities Agreement (the "August Waiver Letter").

Pursuant to the August Waiver Letter Clydesdale Bank has agreed to:-

l defer the repayment instalment of £821,450 (the "Deferred Amount") due on the 31 August 2011 in respect of Existing Facility A (the "Payment Deferral Waiver"); and
l waive the requirement to test the financial covenants and deliver a compliance certificate as at 31 August 2011(the "Test Waiver").

The Payment Deferral Waiver and the Test Waiver are conditional upon: (i) the Company discharging all outstanding fees, costs and expenses invoiced on or prior to 1 September 2011 in relation to any work carried out by Clydesdale Bank's advisers by 7 September 2011; (ii) the Company providing all reasonably requested information with a view to providing a contingency planning report to Clydesdale Bank by 30 September 2011; and (iii) the Deferred Amount being paid to Clydesdale Bank no later than 31 October 2011.

13.8 Letter dated 31 October 2011 made between (1) Clydesdale Bank, (2) Superglass Group (3), the Company, and (4) Superglass Insulation relating to the Existing Facilities Agreement (the "October Waiver Letter").

Pursuant to the October Waiver Letter Clydesdale Bank has agreed to:

l further defer repayment of the Deferred Amount due on the 31 August 2011 in respect of Existing Facility A; and
l continue to waive the requirement to test the financial covenants and deliver a compliance certificate as at 31 August 2011,

provided that:

(a) the Company delivers to Clydesdale Bank by no later than 14 November 2011 evidence satisfactory to Clydesdale Bank that the RSA grant has been approved in an amount not less than £1,600,000 and will be made available to Superglass Insulation;
(b) the Company delivers to Clydesdale Bank no later than 21 November 2011 a certified true copy of a formal offer letter from Scottish Enterprise to Superglass Insulation in respect of the RSA grant in terms satisfactory to Clydesdale Bank; and
(c) the Deferred Amount is paid to the Bank no later than 30 November 2011.

Following satisfaction of the conditions set out in (i) the Amendment Agreement (as such term is defined in paragraph 13.9 below) and (ii) the New Facilities Agreement (as such term is defined in paragraph 13.10 below), which include completion of the Equity Raising (as such term is defined in paragraph 13.9 below), Clydesdale Bank has agreed to release £12.15 million of the outstanding amount of Existing Facility A with the then outstanding amount of the Existing Facilities being repaid on drawdown of the New Facility A (as such term is defined at paragraph 13.10 below). At such time, the Company's obligation to repay the Deferred Amount falls away.

13.9 Amendment agreement dated 7 November 2011 made between (1) Clydesdale Bank, (2) Superglass Group, (3) the Company, and (4) Superglass Insulation in relation to the Existing Facilities Agreement (the "Amendment Agreement").

Pursuant to the Amendment Agreement, Clydesdale Bank has agreed to amend the Existing Facilities Agreement insofar as it relates to the quantum of Existing Facility C. This is conditional upon:

(a) a new facilities agreement between Clydesdale Bank, and the Group for the purpose of refinancing all amounts under the Existing Facilities Agreement, together with all new security documents required in terms thereof, being executed by each of the Group (as further described at prargraph 13.10 below);
(b) each document in relation to the raising of not less than £8,000,000 by way of subscription for Ordinary Shares in the capital of the Company and the conversion of £12,150,000 outstanding under the Existing Facilities Agreement into convertible shares in the capital of the Company (the "Equity Raising") being executed (or, where applicable, in agreed form) (together the "Equity Documents");
(c) a copy of:
l the placing agreement; and
l the signed placing letters,

in relation to the Equity Raising by 30 November 2011.

(d) evidence that the proposals (including the fundraising and debt restructuring) of the Equity Raising have been announced;

(e) evidence of the publication of a prospectus (including notice of general meeting at which the proposals required to give effect to the New Facilities Agreement and Equity Documents are to be proposed) in relation to the Equity Raising; and
(f) evidence that a RSA grant of not less than £1,600,000 has been approved and will be provided to Superglass Insulation,

together the "Conditions".

The Conditions must be satisfied by no later than 14 November 2011.

In addition, the Company must provide to Clydesdale Bank no later than 21 November 2011 a certified true copy of a formal offer letter from Scottish Enterprise to Superglass Insulation in respect of the RSA grant, in terms satisfactory to Clydesdale Bank.

With effect from the date on which Clydesdale Bank confirms that the Conditions are satisfied, Existing Facility C shall be made available in the following amounts:-

l in respect of the Company £100,000;
l in respect of Superglass Group £100,000; and
l in respect of Superglass Insulation £5,800,000.

The terms of the Existing Facilities Agreement shall otherwise remain in full force and effect.

The Existing Security Documents shall extend and apply to all obligations of the Group under the Existing Facilities Agreement as amended by the Amendment Agreement.

13.10 The New Facilities Agreement dated 7 November 2011

Pursuant to the New Facilities Agreement, Clydesdale Bank has agreed to make available facilities (the "New Facilities") as follows:

l to Superglass Group, a sterling term loan facility in an aggregate amount of £5,100,000 ("New Facility A"); and
l to Superglass Insulation a sterling revolving credit facility which has variable limits set out in the table below (the "Revolving Facility"). The Revolving Facility may also be utilised as a letter of credit facility provided that the letters of credit outstanding thereunder do not exceed £1,000,000.

Period Revolving Facility Commitment (£) From 1 December 2011 to 29 February 2012 The Net SE Grant (as that aggregate amount may reduce during this Period) 1 March 2012 to 31 May 2012 2,000,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period) 1 June 2012 to 31 August 2012 4,000,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period) 1 September 2012 to 31 October 2012 4,500,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period) 1 November 2012 to 28 February 2013 3,700,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period) 1 March 2013 to 31 March 2013 5,000,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period)

Period Revolving Facility Commitment (£) 1 April 2013 to 31 August 2013 4,500,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period) 1 September 2013 to 30 November 2016 3,000,000 plus the Net SE Grant (as that aggregate amount may reduce during this Period)

"Net SE Grant" is defined as the actual amount of the RSA grant awarded to Superglass Insulation (up to a maximum amount of £2,000,000) in November 2011 less the aggregate amount of the RSA grant or part thereof actually received in cash by Superglass Insulation (up to a maximum amount of £2,000,000) in the relevant period and any previous period set out in column 1 of the table.

The availability of the New Facilities is conditional upon, amongst other things:-

l evidence that the Company has received not less than £8,000,000 in cash from the proceeds of the Equity Raising; and
l evidence satisfactory to Clydesdale Bank that a RSA grant of not less than £1,600,000 has been approved and will be made available to Superglass Insulation.

On satisfaction of all conditions to the availability of the Facilities, the Facilities shall be made available by Clydesdale Bank on the terms set out below.

Purpose of New Facilities

New Facility A shall be made available for the purposes of refinancing Existing Facility A and Existing Facility B.

The Revolving Facility is to be made available for the purposes of refinancing Existing Facility C and for the funding the working capital requirements of the Group.

Interest on New Facilities

Interest shall accrue on amounts outstanding under the New Facilities as follows:-

l in respect of New Facility A, at 4.75 per cent. above LIBOR plus mandatory costs; and
l in respect of the Revolving Facility, at 4.50 per cent (the "RCF Margin") above LIBOR plus any mandatory costs.

Interest is payable on such amounts quarterly in arrears on 28 February, 31 May, 31 August and 30 November of each year (each an "Interest Payment Date").

Any default interest due shall accrue at 2 per cent. above the rate of interest otherwise payable.

Break costs are also payable to the extent any loan or unpaid sum is paid on a day other than an Interest Payment Date.

Repayment of New Facilities

New Facility A is repayable in instalments of £425,000 on 28 February, 31 May, 31 August and 30 November in each year commencing 30 November 2013 and ending on 31 August 2016. All amounts outstanding under New Facility A must be repaid in full by 30 November 2016.

The Revolving Facility is repayable on the last day of the interest period of the relevant revolving loan. Revolving Facility utilisations (including letters of credit and ancillary facilities) must also be repaid in sufficient amounts to ensure that the applicable limit for the Revolving Facility set out above is not exceeded in respect of the applicable period.

In addition, the total amount outstanding under the New Facilities must be repaid on a change of control in respect of the Company or the sale of all or substantially all of the assets of the Group. Mandatory prepayment provisions apply in relation to disposal or insurance proceeds received by the Group (subject to exceptions for (i) permitted disposals and (ii) application of insurance claims (other than claims relating to events prior to the date of the New Facilities Agreement) against the insured risks within 90 days of receipt).

A sum equal to 50 per cent. of the amount by which the excess cashflow of the Group exceeds £1,000,000, for the financial year of the Group ending 31 August 2013 and each succeeding financial year of the Group, must also be paid to Clydesdale Bank in prepayment of the New Facilities.

Bank Fees

A commitment fee equal to fifty per cent. of the RCF Margin is payable quarterly in arrears.

An exit fee, totalling £350,000, is payable by the Company to Clydesdale Bank as follows:-

l £116,000 on 30 November 2014;
l £117,000 on 30 November 2015; and
l £117,000 on 30 November 2016.

If, on any date after 1 October 2013 but prior to 30 November 2014, the amount outstanding under the Revolving Facility exceeds an agreed sub-limit in relation to the relevant month (which is within the applicable Revolving Facility Commitment), the first instalment of the exit fee shall be accelerated and shall become due and payable on that date. The second and third instalments of the exit fee shall be due and payable on the dates falling 12 months and 24 months after that date respectively.

Superglass Insulation shall pay to Clydesdale Bank a fee of £25,000 if the outstanding amounts under the Revolving Facility, any letters of credit and any ancillary facilities made available by Clydesdale Bank under the New Facilities Agreement exceed £6,500,000 less any amount of the RSA grant received by Superglass Insulation at any time between 1 March 2013 and 1 April 2013. Such fee is payable on the first date on which this limit is exceeded.

Security for the New Facilities

The New Facilities Agreement also contains a cross guarantee by the Guarantors of the obligations of each other Guarantor to Clydesdale Bank.

The New Facilities Agreement is to be secured by a new debenture from each of Superglass Insulation, the Company and Superglass Group in favour of Clydesdale Bank and a new standard security and assignation of rents from Superglass Insulation in favour of Clydesdale Bank (in respect of Thistle Industrial Estate premises).

In addition, the Existing Security Documents will remain in place.

General

The New Facilities Agreement contains the usual events of default, representations, warranties, covenants and information undertakings for facilities of this nature. These include, but are not limited to, the requirement to deliver financial statements, compliance certificates and budgets to Clydesdale Bank in a specified form. It also includes restrictions (including but not limited to) on the creation and existence of security, the creation and existence of indebtedness, the disposal of assets and the acquisition of any assets or business or entry into joint ventures (subject in each case to certain permissions).

It is an event of default under the New Facilities Agreement if all or any part of the RSA grant becomes repayable to Scottish Enterprise. However, no event of default will occur if the aggregate amount of the RSA grant falling due for repayment is less than £200,000.

In addition, if Superglass Insulation has not received (i) any part of the RSA grant on or before 31 August 2013 and/or (ii) the full amount of the SE Grant on or before 31 August 2015 this will also constitute an event of default under the New Facilities Agreement.

Dividend payments by the Company are permitted under the New Facilities Agreement provided that:

(i) the dividend is paid after the date falling two years after the date of the New Facilities Agreement;
(ii) the dividend is paid when no default is continuing or would result from the making of the dividend;
(iii) no dividend shall be paid in respect of any financial year unless Clydesdale Bank has received a copy of the audited accounts of the Group and the compliance certificate from the directors in respect of that financial year; and
(iv) the Company has provided a certificate (signed by a director) to Clydesdale Bank at least 10 Business Days prior to the payment of the dividend showing that the financial covenant tests set out in the New Facilities Agreement shall not be breached at any time in the 12 month period following payment of the dividend.

Financial Covenants

In relation to the quarterly testing dates commencing on 30 November 2013 until 30 November 2016, the Group must meet the cashflow cover and interest cover covenants set out in the New Facilities Agreement. Compliance will be monitored quarterly on a rolling 12 months basis by reference to the audited accounts and the compliance certificates to be provided to Clydesdale Bank.

14. Property

14.1 The following table contains information regarding existing or planned material tangible fixed assets owned or leased by members of the Group.

Location	Tenure	Floor Area	Principal Uses
Thistle Industrial Estate, Stirling, Scotland FC7 7QQ	Freehold	The Company occupies approximately 23,000 square metres at this property.	Manufacturing site, warehousing and offices.

14.2 As far as the Directors are aware and other than as provided in the audited financial statements, there are no pending or likely remediation and compliance costs which may have a material adverse effect on the Company or its property, plant or equipment.
14.3 As far as the Directors are aware, there are no material encumbrances on the Company or its property, plant and equipment.
14.4 As far as the Directors are aware, there are no material environmental issues that may affect the utilisation of the Company's fixed assets.
14.5 The funds required to fulfil the Company's commitments under its lease of the premise detailed above are provided from the Group's operating income.

15. United Kingdom taxation

15.1 Overview

(a) The following information is intended only as a general guide to current UK tax legislation and to what is understood to be the current practice of HMRC, both of which are subject to change, and may not apply to certain classes of Shareholders, such as dealers in securities, or to Shareholders who are not absolute beneficial owners of their shares. The following summarises certain aspects of the UK tax position of shareholders who are resident or, in the case of individuals ordinarily resident in the UK for taxation purposes and who hold their shares as an investment, although paragraph 15.2.7 (stamp duty and stamp duty reserve tax) below will apply to Shareholders more generally.

(b) Any person who is in any doubt as to their tax position, or is subject to tax in any jurisdiction other than the UK, should consult an appropriate professional adviser without delay.

15.2 UK taxation of chargeable gains

15.2.1 Acquisition of Open Offer Shares under the Open Offer up to maximum pro rata entitlement

For the purposes of United Kingdom taxation of chargeable gains, the issue of Open Offer Shares under the Open Offer up to a Qualifying Shareholder's maximum pro rata entitlement should be regarded as a reorganisation of the Company's share capital. Accordingly, to the extent that the Company issues such Open Offer Shares to a UK tax resident Qualifying Shareholder up to and including such Qualifying Shareholder's pro rata entitlement under the Open Offer, each of their holdings of Existing Ordinary Shares and the Open Offer Shares issued to him in respect of that holding should be treated as a single asset (the "New Holding") acquired at the time he acquired the Existing Ordinary Shares. For the purpose of computing any gain or loss on a subsequent disposal by a UK tax resident Qualifying Shareholder of any shares comprised in their New Holding, the Issue Price paid for the Open Offer Shares will be added to the base cost of their Existing Ordinary Shares.

15.2.2 Indexation/Entrepreneurs' relief

For periods after April 1998, indexation allowance is available only for the purposes of corporation tax and is not available to individuals, personal representatives or trustees. The following paragraphs accordingly deal separately with the positions of UK tax resident corporate and non-corporate Shareholders.

15.2.3 Corporate Shareholders

Shareholders within the charge to corporation tax will continue to obtain the benefit of indexation allowance on the New Holding, although in calculating the amount of any indexation allowance on any subsequent disposal of, or any part of, the New Holding, the expenditure incurred in subscribing for the New Ordinary Shares will be treated as incurred only when the Shareholder made or became liable to make payment of the Issue Price.

15.2.4 Non-corporate Shareholders

For individuals, personal representatives and trustees, indexation allowance has been abolished. Entrepreneurs' Relief may be available to Shareholders who are officers or employees of the Company, or trustees of settlements where the beneficiary is an officer or employee, depending on the size of the shareholding and the individual's personal tax position. Entrepreneurs' Relief operates to reduce the rate of capital gains tax to a rate of 10 per cent. for qualifying gains up to a lifetime limit. The lifetime limit is currently £10 million. Shareholders should seek tailored advice on the application of Entrepreneurs' Relief in their specific case, as the entrepreneurs' relief provisions are complex.

15.2.5 Dividends

(a) Under current UK tax legislation, no tax is withheld from dividends paid by the Company.
(b) UK tax resident individual Shareholders will be entitled to a tax credit in respect of any dividend received equal to one-ninth of the amount of the dividend. The tax credit therefore equals 10 per cent. of the combined amount of the dividend and the tax credit. Liability to UK income tax is calculated on the sum of the dividend and the tax credit. The tax credit will satisfy the income tax liability of lower rate and basic rate UK tax resident individual Shareholders.
(c) UK tax resident individual Shareholders who are subject to tax at higher rates will have to account for additional income tax. The rate of income tax set for higher rate tax payers who receive dividends is 32.5 per cent. (rising to 42.5 per cent. where income exceeds £150,000). After taking account of the 10 per cent. tax credit, such tax payers would have to account for additional income tax of 22.5 per cent. (rising to 32.5 per cent. where income exceeds £150,000) on the amount of the combined dividend and tax credit.
(d) In determining what tax rates apply to a UK tax resident individual Shareholder, dividend income is usually treated as the top slice of income.
(e) The tax credit cannot be reclaimed from HMRC.
(f) A UK resident corporate Shareholder (including authorised unit trusts and open ended investment companies) and pension funds will generally be liable to UK corporation tax on any dividend received unless the distribution is regarded as exempt. The rules on which distributions are exempt vary, depending on whether or not the recipient is a small company.
(g) Broadly speaking, dividends on ordinary shares paid by a UK company to a small UK corporate investor will be exempt as long as the dividend is not part of a tax advantage scheme.
(h) Dividends paid by a UK company to other UK corporate investors with less than 10 per cent. of the issued share capital (and entitlement to less than 10 per cent. of profits available for distribution and assets on a winding up) are likely to be exempt under the portfolio holdings exemption. There are also other exemptions for dividends received by UK companies that are not small where the shareholding is 10 per cent. or more. In all cases, the exemptions are subject to anti-avoidance provisions which could apply if the distributions are made for the purposes of securing tax exemptions.
(i) Shareholders not resident (for tax purposes) in the UK are generally not taxed in the UK on dividends received by them but may be subject to foreign tax on the dividend received. The entitlement of such Shareholders to claim repayment of any part of a tax credit will depend, in general, on the existence and terms of any double tax convention between the UK and the country in which the Shareholder is resident. Shareholders who are not resident in the UK should consult their own tax advisers on the possible applicability of such provisions, the procedure for claiming repayment and what relief or credit may be claimed in respect of such tax credit in the jurisdiction in which they are resident.
15.2.6 Stamp duty and stamp duty reserve tax
(a) No stamp duty or stamp duty reserve tax ("SDRT") will generally arise on the allotment and issue of shares.
(b) A subsequent transfer or sale of New Ordinary Shares held in certificated form will generally be subject to stamp duty on the instrument of transfer, normally at the rate of 0.5 per cent. of the amount or value of the consideration (with duty rounded up to the nearest £5). A charge to SDRT at the same rate would generally also arise on any unconditional agreement to transfer such shares although any liability will be cancelled provided that an instrument of transfer is executed pursuant to that agreement and stamp duty is paid on that instrument within six years after the date on which the liability to SDRT arose. SDRT is normally payable by the purchaser except where the purchase is effected through a stockbroker or other financial intermediary, in which case such person will nominally account for SDRT and should indicate that this has been done in any contract note issued to the purchaser.
(c) Under the CREST system for paperless share transfers, no stamp duty or SDRT will generally arise on a transfer of shares into the system, unless the transfer into CREST is itself for consideration in money or money's worth, in which case a liability to SDRT will arise, usually at the rate of 0.5 per cent. of the value of the consideration given. Transfers of shares within CREST are liable to SDRT (generally at a rate of 0.5 per cent.) rather than stamp duty, and SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by Euroclear UK & Ireland.
(d) The above statements are intended as a general guide to the current stamp duty and SDRT position. Certain categories of person may be able to claim specific reliefs or exemptions (for example, market makers, brokers and dealers), or may be liable at the higher 1.5 per cent. rate (for example, where existing shares are transferred to clearance service operators and their nominees, depositary receipt issuers and their nominees), or may be required (as the "accountable person" under the Stamp Duty Reserve Tax Regulations 1986) to give notice of an account for SDRT to the HMRC notwithstanding that another person is ultimately liable for the tax. Persons who are in any doubt as to their taxation position should consult their own professional advisers.

16. Employees

The Group employed 197 people during the financial year ending 31 August 2010, an average of 206 people during the financial year ending 31 August 2009, and an average of 213 people during the financial period ending 31 August 2008.

17. Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had in the recent past, a significant effect on the Group's financial position or profitability.

18. Related party transactions

There have been no related party transactions which the Company has entered into: (a) during the financial years ended 31 August 2008, 2009 or 2010; or (b) during the period from 31 August 2010 to the date of this document, save as follows:

(a) as disclosed in note 26 on page 56 of the Company's annual report and accounts for the financial year ended 31 August 2008;
(b) as disclosed in note 27 on page 52 of the Company's annual report and accounts for the financial year ended 31 August 2009; and
(c) as disclosed in note 26 on page 50 of the Company's annual report and accounts for the financial year ended 31 August 2010,

all of which are incorporated by reference into this document.

19. Conflicts of Interest

No Director or Senior Manager has any potential conflicts of interest between their duties to the Company and their private interests or their other duties.

20. Corporate governance

20.1 Compliance with corporate governance

20.1.1 The Directors of the Company are committed to the highest standards of corporate governance and have fully considered the provisions of the Code issued by the Financial Reporting Council in June 2006 and as amended. The Directors will continue to comply with the Code in all material respects.
20.1.2 The Code recommends that the board of directors of a UK public company should include a balance of executive and non-executive directors (and in particular independent nonexecutive directors), such that no individual or small group of individuals can dominate the board's decision-taking. The Code further recommends that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent, and that one non-executive director should be nominated as the senior independent director (which, in the case of the Company, is David Shearer).
20.1.3 The Company does comply with these recommendations since the Board comprises four Directors (excluding the Chairman) of whom two are Non-executive Directors considered by the Board to be independent.
20.1.4 The Code attaches importance to boards having processes for individual and collective performance evaluation. The Directors have accordingly reviewed and updated existing processes for evaluating the Board's operation and performance, including its committees.
20.1.5 For individual performance evaluation, the Board has established a Remuneration Committee to assess Executive Directors against annual performance targets. The Chairman proposes to talk to each Non-executive Director at least annually about a review of their performance and the senior independent Director proposes to lead an evaluation process of the performance of the Chairman in discussion with the other Non-executive Director and taking account of the views of the executives.
20.1.6 Where a Non-executive Director stands for re-election, the Chairman will confirm to Shareholders whether he is satisfied from formal performance evaluation that the person's performance continues to be effective and demonstrates commitment to the role.

20.2 The Audit Committee

20.2.1 The Group employs rigorous procedures to ensure the continuous independence of the external auditor. Each year, the Audit Committee reviews the arrangements for safeguarding auditor objectivity and independence.
20.2.2 The members of the Audit Committee are David Shearer (Chairman) and David Gray.
20.2.3 The Audit Committee reviews the scope, performance, results and cost effectiveness of the external audit and has delegated power from the Board to agree the fees of the external auditors. The Audit Committee is also responsible for reviewing non-audit services provided to the Group by the external auditors, satisfying itself on independence and objectivity of the external auditors, and makes recommendations to the Board relating to their appointment.
20.2.4 The Audit Committee monitors the financial reporting processes and reviews and advises the Board on the Group's financial statements together with reviewing the operation of the Group's system of internal controls and reports to the Board on the annual review of internal control and risk management.
20.2.5 The external auditors are given the opportunity each year to speak confidentially to the Audit Committee.
20.2.6 The Audit Committee also monitors the Group's whistle-blowing procedures, ensuring that appropriate procedures are in place to allow employees to raise matters of possible impropriety in confidence.
20.2.7 The Audit Committee monitors the non-audit services being provided to the Group by the auditors to ensure that their independence and objectivity are not impaired. Any non-audit services that may be perceived to be in conflict with the role of the external auditors must be submitted to the Audit Committee for approval prior to engagement, regardless of the amounts involved. The auditors are prohibited from performing services where they may be required to audit their own work or participate in activities that would normally be undertaken by management.

20.3 The Remuneration Committee

20.3.1 The members of the Remuneration Committee are the Company's independent nonexecutive Directors namely, David Gray (Chairman) and David Shearer.
20.3.2 The Remuneration Committee meet at least annually and may agree further meetings at its discretion.
20.3.3 The duties of the Remuneration Committee are to:
(a) determine and agree with the Board the framework or broad policy for the remuneration of the Chairman, Executive Directors, the Senior Managers and any other employees specified by the Board;
(b) within the terms of the agreed Board policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;
(c) determine the contractual terms of termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;
(d) in determining individual packages and arrangements, give due regard to the comments and recommendations of the Code and the Listing Rules;
(e) be told of and be given the chance to advise on any major changes in employee benefit structures in the Company;
(f) recommend and monitor the level and structure of remuneration for senior managers and any other employees below Board level as required;
(g) agree the policy for authorising claims for expenses from the Chief Executive and from the Chairman of the Board; and
(h) recommend an annual report for the Board to put to shareholders on executive remuneration compliant with relevant legal and regulatory provisions.
20.3.4 The Remuneration Committee is authorised by the Board to:
(a) seek any information it requires from any employee of the Company in order to perform its duties;
(b) be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Remuneration Committee, at the Company's expense; and
(c) obtain, at the Company's expense, outside legal or other professional advice where necessary in the course of its activities.

20.4 The Nomination Committee

20.4.1 The members of the Nomination Committee are Timothy Ross (Chairman), David Shearer and David Gray.
20.4.2 The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:
(a) identifying and nominating candidates to fill Board vacancies;
(b) evaluating the structure and composition of the Board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;
(c) reviewing the time requirements of Non-executive Directors;
(d) giving full consideration to succession planning; and
(e) reviewing the leadership of the Group.

21. Interests in the Issue

Save as disclosed in paragraph 7.1 none of the Directors or Senior Managers, nor any person connected with them, has any interest in the share capital of the Company or any of its Subsidiaries or associated undertakings.

22. General

22.1 On 5 September 2011 the Company announced, inter alia, that it was pursuing the options for a capital restructuring incorporating a substantial equity issue. It also announced that, in the event that formal proposals for such a restructuring did not receive the requisite shareholder approvals or the restructuring did not otherwise complete, then the Company may be unable to satisfy the financial covenants and/or comply with the debt service obligations within the terms of its current bank facilities, as more fully described in paragraph 12 of this Part XIV.

Save as disclosed above, and in the Profit Estimate set out in Part XIII of this document, which states that the Group now expects to record a loss before taxation, amortisation, asset impairment and exceptional items of between £550,000 and £650,000, there has been no significant change in the financial or trading position of the Group since 28 February 2011, being the date to which the interim financial statements of the Company were published.

22.2 There are no persons (excluding professional advisers otherwise disclosed in this document and trade suppliers) who have received, directly or indirectly, from the Company within the 12 months preceding the date of the application for Admission or who have entered into contractual arrangements (not otherwise disclosed in this Document) to receive, directly or indirectly from the Company on or after Admission, fees totalling £10,000 or more, securities in the Company to the value of £10,000 or more calculated by reference to the Placing Price or any other benefit with a value of £10,000 or more at the date of Admission.
22.3 The Company and the Directors are not aware of any takeover bid for the Company in the current or preceding financial year of the Company.
22.4 The Company's auditors, KPMG Audit Plc, were appointed on 31 July 2007 and are members of the Institute of Chartered Accountants in England and Wales. KPMG Audit Plc has given and has not withdrawn its written consent to the inclusion in this document of its reports in Part XI and Part XIII of this document in the form and context in which they appear.
22.5 Brewin Dolphin and CM Projects have given and have not withdrawn their written consent to the inclusion in this document of references to their name in the form and context in which they appear.
22.6 The New Ordinary Shares have not been marketed, nor are they available, in whole or in part, to the public in connection with the application for listing save under the terms of the Issue.
22.7 The Existing Ordinary Shares are in registered form, are capable of being held in uncertificated form and are listed on the Official List and admitted to trading on the main market of the London Stock Exchange. Application for trading for the New Ordinary Shares is not being and will not be sought on any other stock exchange other than the market for listed securities of the London Stock Exchange.
22.8 The New Ordinary Shares will be issued at 20 pence per Share which represents a premium of zero pence per share to the nominal value of 20 pence of each Ordinary Share.
22.9 To the extent known by the Company, no single entity directly or indirectly owns or controls the Company.

23. Documents available for inspection

23.1.1 Copies of the documents listed below may be inspected free of charge at the offices of Maclay Murray and Spens LLP, One London Wall, London, EC2Y 5AB during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including Admission and will also be available for inspection at the General Meeting for at least fifteen minutes prior to and during the General Meeting:
23.1.2 this document;
23.1.3 the Articles;
23.1.4 the New Articles;
23.1.5 the audited consolidated accounts of the Group for the three financial years ended 31 August 2008, 2009 and 2010;
23.1.6 the reports from KPMG Audit Plc, as reporting accountant, contained in Part XI and Part XIII of this document;
23.1.7 the written consents referred to in paragraph 22 of this Part XIV;
23.1.8 the Share Option Scheme rules; and
23.1.9 the Directors' service contracts referred to in paragraph 8 of this Part XIV.

24. Availability of document

Copies of this document will be available on the Company's website (www.superglass.co.uk) and free of charge to the public at the offices of Maclay Murray and Spens LLP, One London Wall, London EC2Y 5AB during normal business hours on any weekday (public holidays excepted) until the date falling one month after the date of Admission.

Dated: 7 November 2011

DEFINITIONS

"Admission and Disclosure Standards"	the requirements contained in the publication "Admission and Disclosure Standards" dated 6 June 2011 containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities
"Admission"	the admission of New Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Listing Rules and the Admission and Disclosure Standards
"AIM"	AIM, the market of that name operated by the London Stock Exchange
"Application Form"	the application form which accompanies this document for Qualifying non-CREST Shareholders for use in connection with the Open Offer
"Articles"	the current articles of association of the Company, a summary of which is set out in paragraph 3.2 of Part XIV of this document
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors of the Company
"Brewin Dolphin"	Brewin Dolphin Limited
"Business Day" or "Business Days"	day or days (excluding Saturdays, Sundays and public holidays in England, Wales and Scotland) on which banks are generally open for the transaction of normal banking business in the City of London
"Capita Registrars"	Capita Registrars Limited
"Capital Restructuring"	the conversion of certain amounts of the Company's current debt held with Clydesdale Bank to Convertible Shares as described in this document
"CERT"	the Carbon Emissions Reduction Target
"certificated" or "in certificated form"	not in uncertificated form (that is, not in CREST)
"Closing Price"	the closing middle market quotation of an Existing Ordinary Share as derived from the daily official list published by the London Stock Exchange
"Clydesdale Bank"	Clydesdale Bank plc
"CM Projects"	CM.Project.Ing Gmbh
"Code"	Combined Code on Corporate Governance of the Financial Reporting Council (as amended from time to time)
"Companies Act"	Companies Act 2006 (as amended, replaced or re-enacted from time to time)
"Company" or "Superglass"	Superglass Holdings plc

"Convertible Shares"	the 14,985,748 convertible shares of 20 pence each in the capital of the Company proposed to be allotted to Clydesdale Bank, details of which are set out in paragraph 4 of Part VII of this document
"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as since amended)
"CREST member"	a person who has been admitted to Euroclear as a system member (as defined in the Regulations)
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the Regulations)
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member
"CREST"	the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the Regulations
"CSOP"	the Company Share Option Plan operated by the Company and approved by the Board on 3 July 2007, the details of which are summarised in paragraph 6.3 of Part XIV of this document
"Deferred Shares"	deferred shares of 20 pence each in the capital of the Company, details of which are set out in paragraph 3.3.1 of Part XIV of this document
"Directors"	the directors of the Company as at the date of this document, whose names are set out in paragraph 2.4 of Part XIV of this document
"Disclosure and Transparency Rules"	the Disclosure Rules and Transparency Rules of the UK Listing Authority (as amended from time to time)
"EBITA"	earnings before interest, tax and amortisation
"Enlarged Share Capital"	the issued ordinary share capital of the Company following completion of the Placing and Open Offer and Firm Placing
"Excluded Territories"	the United States of America, Australia, Canada, Japan, the Republic of Ireland and The Republic of South Africa and any other jurisdiction where the making or solicitation of an offer of, or sale of, New Ordinary Shares would be restricted by law, and "Excluded Territory" shall mean any of them
"Executive Directors"	the executive members of the Board

"Existing Ordinary Shares"	the 57,938,728 existing ordinary shares of one penny each in the capital of the Company in issue as at the date of this document
"Firm Placees"	any persons who have agreed or shall agree to subscribe for Firm Placing Shares pursuant to the Firm Placing
"Firm Placing Shares"	in aggregate, 37,818,196 New Ordinary Shares which the Company is proposing to allot and issue pursuant to the Firm Placing
"Firm Placing"	the subscription by the Firm Placees for the Firm Placing Shares
"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting
"FSA"	Financial Services Authority
"FSMA"	Financial Services and Markets Act 2000 (as amended, replaced or re-enacted from time to time)
"General Meeting"	the general meeting of the Company convened for the purpose of passing the Resolutions to be held on 30 November 2011, including any adjournment thereof
"Glass"	Glass Incorporated International
"Group"	the Company and its Subsidiaries from time to time
"HMRC"	H.M. Revenue & Customs
"IFRS"	International Financial Reporting Standards
"Invitations"	an invitation to participate in the SAYE Scheme
"Issue"	the issue of New Ordinary Shares pursuant to the Placing and Open Offer and the Firm Placing
"Issue Price"	20 pence per New Ordinary Share
"IT Act"	Income Tax (Earnings and Pensions) Act 2003
"Listing Rules"	the rules and regulations made by the FSA under Part VI of FSMA
"London Stock Exchange"	London Stock Exchange plc
"Member Account ID"	the identification code or number attached to any member account in CREST
"Model Code"	the Model code on directors' dealings in securities as set out in the appendix to rule 9 of the Listing Rules
"Money Laundering Regulations"	the Money Laundering Regulations 2007 (as amended from time to time)
"New Facilities Agreement"	the facilities agreement entered into between the Company, Superglass Group, Superglass Insulation and Clydesdale Bank on 7 November 2011, further details of which are set out in paragraph 4 of Part XII of this document
"New Ordinary Shares"	the 47,272,745 new ordinary shares of 20 pence each in the capital of the Company, including the Placing Shares, Open Offer Shares and Firm Placing Shares

"New Articles"	the new articles of association of the Company proposed to be adopted at the General Meeting, a summary of the principal terms of which are set out in paragraph 3.3 of Part XIV of this document
"Nomination Committee"	the nomination committee of the Board
"Non-executive Directors"	the non-executive members of the Board
"Notice"	the notice of General Meeting which forms part of this document
"Official List"	the Official List of the FSA maintained pursuant to Part VI of the FSMA
"Open Offer Entitlement"	the entitlement of a Qualifying Shareholder to apply for 62 Open Offer Shares for every 380 Existing Ordinary Share held by him on the Open Offer Record Date, on and subject to the terms of the Open Offer
"Open Offer Shares"	the 9,459,549 New Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer
"Open Offer"	the open offer to Qualifying Shareholders, comprising an invitation to apply for Open Offer Shares on the terms and subject to the conditions set out in this document and, in the case of Qualifying non-CREST Shareholders, in the Application Form
"Open Offer Record Date"	5.00 p.m. in the UK on 2 November 2011
"Ordinary Shares"	ordinary shares of one penny each in the capital of the Company
"Overseas Shareholders"	Shareholders with registered addresses in, or who are resident or ordinarily resident in, or citizens of jurisdictions outside, the United Kingdom
"Participant ID"	the identification code or membership number used in CREST to identify a particular CREST member or other CREST Participant
"Performance Share Plan Participant"	an employee (including Executive Director) of the Company or the Subsidiaries
"Performance Share Plan"	the Performance Share Plan operated by the Company and approved by the Board on 15 January 2010, the details of which are summarised in paragraph 6.4 of Part XIV of this document
"Placing Agreement"	the placing agreement dated 7 November 2011 entered into between the Company and Brewin Dolphin relating to the Placing and Open Offer and Firm Placing, the principal terms of which are summarised in paragraph 13.1 of Part XIV of this document
"Placing"	the conditional placing by Brewin Dolphin of the New Ordinary Shares to be issued pursuant to the Open Offer, on behalf of the Company on the terms and subject to the conditions contained in the Placing Agreement

"Placing Shares"	the up to 9,454,549 New Ordinary Shares to be placed under the Placing
"Post-Consolidation Ordinary Shares"	the ordinary shares of 20 pence each held in the Company following the Share Consolidation which, prior to the Share Consolidation, were Existing Ordinary Shares
"Proposals"	the proposed restructuring of the debt and share capital of the Company through, amongst other things, (i) the Capital Restructuring and the Share Consolidation and (ii) the Firm Placing, Placing and Open Offer
"Prospectus Rules"	the prospectus rules of the UK Listing Authority made in accordance with section 73A of the FSMA (as amended from time to time)
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in certificated from
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Open Offer Record Date with the exclusion (subject to certain exemptions) of persons with a registered address or located or resident in an Excluded Territory
"Receiving Agent"	Capita Registrars
"Regulation S"	Regulation S under the US Securities Act
"Regulations"	the Uncertificated Securities Regulations 2001 (as amended from time to time)
"Regulatory Information Service"	one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies
"Remuneration Committee"	the remuneration committee of the Board
"Resolutions"	the resolutions to be proposed at the General Meeting and set out in the Notice
"SAYE Contract"	a save as you earn contract between an eligible employee and an approved savings body selected by the Board pursuant to the terms of the SAYE Scheme
"SAYE Scheme"	the Savings Related Share Option Scheme operated by the Company and approved by the Board on 3 July 2007, the details of which are summarised in paragraph 6.2 of Part XIV of this document
"Secretary"	the secretary of the Company
"Senior Managers"	the senior managers of the Company
"Share Consolidation"	the consolidation of Existing Ordinary Shares conditional on the passing of, and otherwise in accordance with, Resolution 1 as set out in the Notice

"Shareholders"	holders of Existing Ordinary Shares and, following the Share Consolidation and Admission, holders of New Ordinary Shares
"Share Option Schemes"	together, the Performance Share Plan, the SAYE Scheme and the CSOP
"£" or "Sterling"	UK pounds sterling, the legal currency of the United Kingdom
"Subsidiaries"	as defined in section 1159 of the Companies Act and Subsidiary shall be defined accordingly
"Superglass Group"	Superglass Group Limited
"Superglass Insulation"	Superglass Insulation Limited
"Takeover Code"	the City Code on Takeovers and Mergers
"UK Listing Authority" or "UKLA"	the FSA in its capacity as the competent authority for the purposes of Part IV of the FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part IV of the FSMA
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
	"uncertificated" or "in uncertificated form" recorded in the register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST
"US Securities Act"	US Securities Act of 1933
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US Person"	has the meaning provided in section 902(k) of Regulation S under the US Securities Act

CHECKLIST OF DOCUMENTATION INCORPORATED BY REFERENCE

The information in the documents listed below are incorporated by reference into this document. These documents are also available on the Company's website at www.superglass.co.uk.

The table below sets out the various sections of such documents which are incorporated by reference into this document so as to provide the information required under the Prospectus Rules and to ensure that Shareholders and others are aware of all information , which according to the particular nature of the Group and of the New Ordinary Shares, is necessary to enable Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Group.

Interim
Report and	Statutory	Statutory	Statutory
Accounts	Accounts	Accounts	Accounts
for the half	for the	for the	for the
year ended	year ended	year ended	year ended
28 February	31 August	31 August	31 August
2011	2010	2009	2008
Page No.	Page No.	Page No.	Page No.
N/A	29	32	32
4	31	33	34
5	32	34	35
6	33	35	36
7	34	N/A	N/A
8-9	35-38	36-39	37-42
8-11	35-50	36-52	37-56

NOTICE OF GENERAL MEETING

Superglass Holdings plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 05423253)

NOTICE OF GENERAL MEETING of SUPERGLASS HOLDINGS PLC

NOTICE IS HEREBY GIVEN that a general meeting (the "General Meeting") of Superglass Holdings plc (the "Company") will be held at 10.00 a.m. at the offices of Brewin Dolphin Limited, 12 Smithfield Street, London, EC1A 9BD on 30 November 2011 to consider and, if thought fit, pass Resolutions 1, 2, and 4 as ordinary resolutions and Resolutions 3 and 5 as special resolutions.

Consolidation of share capital

1. THAT, subject to and conditional upon (a) Resolutions 2, 3, 4 and 5 being passed; and (b) the admission of the New Ordinary Shares (as defined below) to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange's main market for listed securities becoming effective, each of the ordinary shares of one penny each in the capital of the Company (the "Existing Ordinary Shares") which as at 5.00 p.m. on 30 November 2011 are shown in the register of members of the Company to be in issue or held in treasury shall be consolidated and converted into ordinary shares of 20 pence each in the capital of the Company (the "New Ordinary Shares") on the basis of 20 Existing Ordinary Shares being consolidated and converted into one New Ordinary Share, each New Ordinary Share having the same rights as the Existing Ordinary Shares (save as to nominal value), provided that:
1.1 where such consolidation results in any shareholder being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share to which other shareholders of the Company may be entitled;
1.2 the Directors of the Company be and are hereby authorised to sell to any person (or appoint any other person to sell to any person), on behalf of the relevant shareholders, all the New Ordinary Shares representing in aggregate such fractions at the best price reasonably obtainable in the market and that the Company may retain the net proceeds of sale of such New Ordinary Shares representing such fractions for the benefit of the Company; and
1.3 any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such New Ordinary Shares arising pursuant to sub-paragraph 1.2 of this Resolution on behalf of the relevant shareholders and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares.

Authority to allot shares

1. THAT, subject to and conditional upon Resolutions 1, 3, 4 and 5 being passed:
2.1 the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Companies Act") to exercise all of the powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company:
- 2.1.1 up to an aggregate nominal amount of £9,454,549, being approximately 1,631.8 per cent. of the issued share capital of the Company, in connection with the Firm Placing, Placing and Open Offer (as defined in the prospectus of the Company dated 7 November 2011 of which this notice forms part (the "Prospectus"));
- 2.1.2 up to an aggregate nominal amount of £2,997,150, being approximately 517.3 per cent. of the issued share capital of the Company, in connection with the allotment of Convertible Shares (as defined in the Prospectus); and
- 2.1.3 otherwise than pursuant to sub-paragraph 2.1.1 or 2.1.2 above, up to an aggregate nominal amount of £3,344,645, being approximately 33.3 per cent. of the issued share capital of the Company immediately following the issue and allottment of new ordinary shares in the capital of the Company pursuant to sub-paragraph 2.1.1 of this Resolution in full;
2.2 the authorities granted at paragraph 2.1 above shall expire (unless renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company;
2.3 the Company may, before the authorities granted at paragraph 2.1 above expire, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors of the Company may allot securities in pursuance of such offer or agreement as if the relevant authority granted at paragraph 2.1 above had not expired; and
2.4 the authorities set out in paragraph 2.1 above shall be in substitution for all previous or existing authorities under section 551 of the Companies Act.

Disapplication of pre-emption rights

3 THAT, subject to and conditional upon Resolutions 1, 2, 4 and 5 being passed:
3.1 the Directors be and they are hereby empowered pursuant to section 570 of the Companies Act to allot equity securities (within the meaning of section 560(1) of the Companies Act) for cash pursuant to the authority referred to in Resolution 2 above as if section 561(1) of the Companies Act did not apply to any such allotment, provided that such power shall be limited to:
- 3.1.1 the allotment of equity securities up to a nominal amount of £9,454,549, being 1,631.8 per cent. of the issued share capital of the Company, pursuant to or in connection with the Firm Placing, Placing and Open Offer (as defined and described in the Prospectus);
- 3.1.2 the allotment of equity securities up to a nominal amount of £2,997,150, being approximately 517.3 per cent. of the issued share capital of the Company, pursuant to or in connection with the allotment of Convertible Shares (as defined in the Prospectus); and
- 3.1.3 otherwise than pursuant to sub-paragraph 3.1.1 or 3.1.2 above, the allotment of equity securities up to an aggregate nominal amount of £501,697, being approximately 5.0 per cent. of the issued share capital of the Company immediately following the issue and allottment of new ordinary shares in the capital of the Company pursuant to Resolution 2;
3.2 the power granted at paragraph 3.1 above shall expire (unless renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company;
3.3 the Company may, before the power granted at paragraph 3.1 above expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors of the Company may allot securities in pursuance of such offer or agreement as if the power granted at paragraph 3.1 above had not expired; and
3.4 the power set out in paragraph 3.1 shall be in substitution for all existing powers or authorities under section 570 of the Companies Act.

Approving discount to market price

THAT, subject to and conditional upon Resolutions 1, 2, 3 and 5 being passed, the issue of 47,272,745 New Ordinary Shares of 20 pence each pursuant to the Firm Placing, Placing and Open Offer (as defined and described in the Prospectus) at a subscription price of 20 pence per share, which represents a discount of approximately 52.9 per cent. to the Closing Price (as derived from the Daily Official List of the London Stock Exchange) of an Existing Ordinary Share on 4 November 2011 (being the last dealing day prior to the announcement of the Firm Placing, Placing and Open Offer), be and is hereby approved.

Adoption of new articles of association of the Company

THAT, subject to and conditional upon Resolutions 1 to 5 being passed, the articles of association of the Company produced to the meeting and initialled, for identification purposes only, by the Chairman of the meeting be and are hereby adopted as the new articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

By order of the Board Registered office:

Eversheds House 70 Great Bridgewater Street Manchester M1 5ES

Anthony Kirkbright

Company Secretary

7 November 2011

Notes:

In order to be able to attend and vote at the meeting (and also for the purpose of calculating how many votes a person may cast) and in accordance with regulation 41 of the Uncertificated Securities Regulations 2001, a member of the Company must be registered as the holder of ordinary shares as at 5.00 p.m. on 28 November 2011 or, in the case of an adjournment, in the Register of Members 48 hours before the time appointed for the adjourned meeting (ignoring non-working days), in order to be entitled to attend and vote at the meeting as a member in respect of those shares.

Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting or adjourned meeting (as the case may be).

A member who is entitled to attend and vote at the meeting is entitled to appoint another person, or two or more persons in respect of different shares held by him, as their proxy to exercise all or any of their rights to attend and to speak and vote at the meeting. A proxy need not be a member of the Company. A proxy form is enclosed and may be used to make such appointment and give proxy instructions. If you wish your proxy to speak at the meeting, you should appoint a proxy other than the Chairman of the meeting and give your instructions to that proxy.

To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope in accordance with the instructions printed on such forms.

1. To be valid, a proxy form must be delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to the Company's Registrars, Capita Registrars, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 10.00 a.m. on 28 November 2011 (or in the case of an adjournment, by the time 48 hours before the time appointed for the adjourned meeting). Completing and returning a proxy form will not prevent a member from attending in person and voting at the meeting should he so wish.
1. CREST members may vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below and in each case must be received by the Company not less than 48 hours before the time of the meeting.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. CREST members and where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members, and where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Any person to whom this notice is sent who is currently nominated by a member of the Company to enjoy information rights under section 146 of the Companies Act (a "nominated person") may have a right under an agreement between him and such member to be appointed, or to have someone else appointed, as a proxy for the meeting. If a nominated person has no such right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member concerned as to the exercise of voting rights. The statement in note 2 above of the rights of a member in relation to the appointment of proxies does not apply to a nominated person. Such rights can only be exercised by the member concerned.
1. If you are such a nominated person, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker, who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee that it will deal with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act, writes to you directly for a response.
1. Any member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting in accordance with section 319A of the Companies Act. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
1. A copy of this notice, and other information required by section 311A of the Companies Act, can be found at www.superglass.co.uk.
1. An abstention (or "vote withheld") option has been included on the form of proxy. The legal effect of choosing the abstention option on any resolution is that the shareholder concerned will be treated as not having voted on the relevant resolution. The number of votes in respect of which there are abstentions will however be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.
1. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative to vote on a poll in accordance with the directions of all the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administration on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter if the chairman is being appointed as described in (i) above.
1. Shareholders, proxies and authorised representatives will be required to provide their names and addresses for verification against the register of members and proxy appointments received by the Company before entering the meeting. Each authorised representative must produce proof of their appointment, in the form of the actual appointment or a certified copy. Other than this, there are no procedures with which any such person must comply in order to attend and vote at the meeting.
1. As at 4 November 2011 (being the latest practicable date prior to the printing of this document), the Company's issued share capital consisted of 57,938,728 ordinary shares of one penny each, all carrying one vote each. The Company holds no shares in treasury. Accordingly, the total voting rights in the Company at 4 November 2011 was 57,938,728.

AI assistant

URA HOLDINGS PLC — Proxy Solicitation & Information Statement 2011

5096_prs_2011-11-07_e2641fa1-85e6-4918-889c-c3f8f53dca54.pdf

Superglass Holdings plc

Firm Placing of 37,818,196 New Ordinary Shares,

and Notice of General Meeting

CONTENTS

PART I

SUMMARY INFORMATION

1. Introduction

2. Background to and reasons for the Issue

3. Use of proceeds

4. Information on Superglass

5. Current trading and prospects

6. Information on the Issue

7. Share Consolidation

8. Importance of the Vote

9. Summary of Risk factors

Risk relating to Superglass and the Group

PART II

RISK FACTORS

GENERAL RISKS

RISKS RELATING TO THE GROUP AND ITS BUSINESS

If the grant is not approved

If the grant is approved

Future market conditions may be less favourable than the Directors expect

There may be excess glass wool manufacturing capacity in the UK in the future, resulting in more competitive market conditions

Superglass derives a significant proportion of its sales from a small number of key customers

The Group derives all its sales from one type of product

The Group operates from a single manufacturing site

The Group's operations could be adversely affected if it is unable to maintain a co-operative relationship with Glass Inc., a supplier of key technology

Infrastructure limitations

The Group's operations expose it to the risk of health and safety and environmental liabilities

The supply of energy may be subject to disruption or price fluctuation

The Group's continued success depends on the future services and performance of key executives and personnel

RISK FACTORS RELATING TO THE ISSUE

The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which will be out of the Group's control

Holders of Existing Ordinary Shares will experience a dilution of their shareholding as a result of the Issue

PART III

DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors

Registered Office

Head Office

Financial Adviser and Sponsor to the Company

Auditors to the Company

Legal adviser to the Company

Registrar

Receiving Agent

Legal Adviser to the Sponsor

PART IV

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART V

FIRM PLACING, PLACING AND OPEN OFFER STATISTICS

PART VI

IMPORTANT INFORMATION

1. Presentation of financial information

2. Forward-looking statements

3. Notice to US Shareholders and Shareholders in Excluded Territories

4. Notice to EEA Shareholders

5. Notice to all Shareholders

6. No incorporation of Website Information

7. References to Defined Terms

PART VII

LETTER FROM THE CHAIRMAN OF SUPERGLASS HOLDINGS PLC

Directors: Registered Office:

Firm Placing of 37,818,196 New Ordinary Shares, Placing and Open Offer of up to 9,454,549 New Ordinary Shares at a price of 20 pence per share, conversion of £12.15 million of bank debt into Convertible Shares, Share Consolidation,

and Notice of General Meeting

1. Introduction

2. Background to and reasons for the Issue

3. Use of proceeds

* Minimum expected award

4. Details of the Debt Reduction, Capital Restructuring and the issue of Convertible Shares

5. Details of the Capital Expenditure Programme to Achieve Lower Delivered Costs

6. Market Drivers and Future Strategy

7. Current trading and prospects and estimated result for the financial year ended 31 August 2011

8. Information on the Issue

The Firm Placing

The Open Offer Shares

62 Open Offer Shares for every 380 Existing Ordinary Shares

General

URA HOLDINGS PLC Proxy Solicitation & Information Statement 2011