One Fifty One plc ONE51 Rule 2.7 Announcement

TIDMSTT

RNS Number : 3465G

One Fifty One plc

06 May 2014

The One51 Plastics Holdings Limited ("One51") Recommended cash offer for Straight plc ("Straight") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 announcement for One51 released on 02/05/14 at 16:39 under RNS No 2389G has been re-released to facilitate onward transmission by third party vendors.

The announcement is unchanged and is reproduced in full below.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR

FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Announcement For Immediate Release

2 May 2014

One51 Plastics Holdings Limited ("One51")

Recommended cash offer for

Straight plc ("Straight")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

SUMMARY

-- The boards of One51 and Straight announce that they have reached agreement on the terms of a recommended offer by One51 for the entire issued and to be issued share capital of Straight (the "Offer"). The Offer is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

   --                 The consideration payable for each Straight Share shall be 78 pence in cash. 
   --                 The Offer values the entire issued and to be issued share capital of Straight at approximately GBP10.7 million and represents a premium of approximately:

-- 66.0 per cent to the Closing Price of 47.0 pence per Straight Share on 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced);

-- 82.1 per cent to the average Closing Price of 42.8 pence per Straight Share in the one month period ended 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced);

-- 100.2 per cent to the average Closing Price of approximately 39.0 pence per Straight Share over the three month period ended 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced); and

-- 98.9 per cent to the average Closing Price of approximately 39.2 pence per Straight Share over the six month period ended 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced).

-- The Board of Straight, which has been so advised by Cenkos Securities plc ("Cenkos"), consider the terms of the Offer to be fair and reasonable. In providing its advice to the Board of Straight, Cenkos has taken into account the Board of Straight's commercial assessment.

-- The Board of Straight unanimously recommends that all Straight Shareholders vote in favour of all of the resolutions to be proposed at the Court Meeting and the GM to approve and implement the Offer.

-- One51 has received irrevocable undertakings from each of the Directors of Straight to vote in favour of the Offer at the Court Meeting and the GM in respect of, in aggregate, 4,710,303 Straight Shares, representing approximately 39.6 per cent of the existing issued share capital of Straight.

-- All of the above undertakings remain binding even in the event of a higher competing offer for Straight, unless the Offer lapses or is withdrawn.

   --                 One51 has also obtained irrevocable undertakings from: 
 
 Straight Shareholder    Number of Straight   Percentage of 
                          Shares               Straight Shares 
                                               (%) 
----------------------  -------------------  ----------------- 
 Ruffer LLP              413,700              3.5 
----------------------  -------------------  ----------------- 
 Trustees of the 
  Straight Employee 
  Benefit Trust          400,000              3.4 
----------------------  -------------------  ----------------- 
 Investec Wealth 
  & Investment 
  Limited                276,350              2.3 
----------------------  -------------------  -----------------

-- The above undertakings remain binding in the event of a higher competing offer for Straight, unless the Offer lapses or is withdrawn or unless such higher competing offer is at a price which is more than 10 per cent. higher than the Offer Price.

-- One51 has therefore received irrevocable undertakings in respect of a total of 5,800,353 Straight Shares, representing, in aggregate, approximately 48.7 per cent. of the issued share capital of Straight to vote in favour of the Offer at the Court Meeting and the GM.

-- IBI Corporate Finance Limited, financial adviser to One51, is satisfied that sufficient resources are available to One51 to satisfy in full the cash consideration payable by One51 pursuant to the terms of the Offer.

-- In accordance with Rule 13 of the Code, it is a pre-condition of the Offer being made that there will be no reference of the Offer to Phase 2 investigation by the Competition and Markets Authority under section 33 of the Enterprise Act 2002 (as amended) ("Phase 2 Investigation") or, if there is such a reference, a decision by the relevant authority to allow the Offer to proceed is made on terms satisfactory to One51.

Commenting on the Offer Alan Walsh, Chief Executive Officer of One51 Group, said:

"The board of One51 Group looks forward to the integration of Straight within its existing plastics division. We aim to support Straight in its growth plans by providing the security of a strong balance sheet and continuing to innovate the business model through investment in technology and machinery. The combination of One51 and Straight is an exciting opportunity as it adds considerable breadth, depth and scale to One51's existing offering, creating a leading specialist injection moulding group in the UK which can then grow into other European markets. This acquisition will also drive growth for the Enlarged Group driving further value to our shareholders.

James Newman, Chairman of Straight, said:

"The Board of Straight is pleased to have agreed terms with One51. We consider that the Offer represents an attractive premium to the average share price of Straight in the period prior to the announcement of a potential Offer. We welcome the opportunity to join One51 which we believe will bring immediate and long term benefits to our clients and staff ".

This summary should be read in conjunction with, and is subject to, the full text of the following announcement. The Offer will be made subject to the Conditions and further terms set out in Appendix 1 to this announcement and on and subject to the full terms and conditions to be set out in the Scheme Document.

The Scheme Document, containing further details, terms and conditions of the Offer, will be posted to Straight Shareholders as soon as practicable after the Court grants leave to convene the Court Meeting and in any event within 28 days of the date of this announcement. Resolutions to approve the Scheme will be put to Straight Shareholders at the Court Meeting and resolutions relating to the Scheme will be put to Straight Shareholders at the GM. It is expected that the Court Meeting and the GM to approve the Scheme and the Capital Reduction will be held in June 2014. Subject to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective in early July 2014.

Enquiries:

 
 One51 Group 
  Alan Walsh, Chief Executive 
  Officer                         Telephone:   +353(0)1 612 1151 
 
 IBI Corporate Finance 
  Limited 
  (financial adviser to 
  One51) 
  Leo Casey                       Telephone:   +353(0) 7662 34800 
 
 Straight 
  James Newman, Chairman 
  Jonathan Straight, Chief 
  Executive Officer               Telephone:   0113 245 2244 
 
 Cenkos Securities plc 
  (financial adviser to 
  Straight) 
  Ivonne Cantú 
  Michael Johnson                 Telephone:   020 7397 8900

FURTHER INFORMATION

This announcement does not constitute a prospectus or a document which is equivalent to a prospectus. Any decision in relation to the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the proposals relating to the Offer are made, which will include the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. The One51 Directors and the Straight Directors urge Straight Shareholders to read the Scheme Document when it becomes available as it will contain important information relating to the Offer.

IBI Corporate Finance Limited, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for One51 and no-one else in connection with the Offer and will not be responsible to anyone other than One51 for providing the protections afforded to clients of IBI Corporate Finance Limited nor for providing advice in relation to the Offer, the content of this announcement nor any matter referred to herein.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Straight and no-one else in connection with the Offer and will not be responsible to anyone other than Straight for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in relation to the Offer, the content of this announcement nor any matter referred to herein.

Appendix 1 sets out the Conditions to, and certain further terms of, the Offer.

Appendix 2 sets out further information, including the bases and sources of information from which the financial calculations used in this announcement have been derived.

Appendix 3 contains the definitions of terms used in this announcement (including this summary).

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons (including, without limitation, nominees, trustees and custodians) should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Responsibility for the information contained in this announcement is accepted in accordance with the statement regarding such responsibility on page 15 of this announcement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Straight and certain plans and objectives of the boards of Straight and One51 with respect to them. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of Straight and One51 in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will or may occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although Straight, One51 and the persons who have accepted responsibility for the information contained in this announcement believe that the expectations reflected in their respective forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct and Straight, One51 and the persons who have accepted responsibility for the information contained in this announcement therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

NOTICE TO US INVESTORS IN STRAIGHT

The Offer relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, One51 exercises the right to implement the Offer by way of a takeover offer and decides to extend the offer into the United States, the offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Straight Shares to enforce their rights and any claim arising out of US federal laws, since One51 and Straight are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Straight Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

NO PROFIT FORECASTS OR ESTIMATES

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for One51 or Straight, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary shares for One51 or Straight, as appropriate.

PUBLICATION ON WEBSITE

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on One51's website at www.one51.com and on Straight's website at www.straight.co.uk/investors by not later than noon (London time) on the business day following this announcement. For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on any such website are incorporated into or form part of this announcement.

Neither One51 nor Straight (nor any of their respective directors, officers, employees, agents or advisers) make any representation or warranty (express or implied), or give any guarantee in this announcement as to the accuracy or completeness of the information on the websites referred to above (nor any other website) nor the contents of any website accessible from hyperlinks on any such

website, nor shall they be liable for any loss or damage of any kind, direct or indirect, that any person may suffer as a result of using these websites or acting in reliance of the information on such websites. Persons who access such websites shall do so subject to the terms (if any) stated on those websites.

You may request a hard copy of this announcement (by contacting Sarah Dunne of IBI Corporate Finance at sarah.dunne@ibicorporatefinance.ie or by submitting a request in writing to Sarah Dunne at IBI Corporate Finance, 2 Burlington Plaza, Burlington Road, Dublin 4, Ireland. It is important that you note that, unless you make such a request, a hard copy of this announcement may not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

DISCLOSURE REQUIREMENTS OF THE CITY CODE

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10(th) business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

ELECTRONIC COMMUNICATION

Please be aware that addresses, electronic addresses and certain other information provided by Straight Shareholders, persons with information rights and other relevant persons for the receipt of communications from Straight may be provided to One51 during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR

FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Announcement For Immediate Release

2 May 2014

One51 Plastics Holdings Limited ("One51")

Recommended cash offer for

Straight plc ("Straight")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1.            Introduction

1.1 The boards of One51 and Straight announce that they have reached agreement on the terms of a recommended offer by One51 for the entire issued and to be issued share capital of Straight. The Offer is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

   1.2          Further information on One51 Group is set out in paragraph 6 below. 
   2.            terms of the Offer

2.1 Under the Scheme, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in full in the Scheme Document, Scheme Shareholders will be entitled to receive:

   for each Straight Share      78 pence in cash

2.2 The Offer values the entire issued and to be issued share capital of Straight at approximately GBP10.7 million and represents a premium of approximately:

2.2.1 66.0 per cent to the Closing Price of 47.0 pence per Straight Share on 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced);

2.2.2 82.1 per cent to the average Closing Price of 42.8 pence per Straight Share in the one month period ended 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced);

2.2.3 100.2 per cent to the average Closing Price of approximately 39.0 pence per Straight Share over the three month period ended 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced); and

2.2.4 98.9 per cent to the average Closing Price of approximately 39.2 pence per Straight Share over the six month period ended 13 February 2014 (being the last business day prior to the date on which the Offer Period commenced).

2.3 The Offer will extend to all Straight Shares unconditionally allotted or issued at the date of the Scheme Document, after the date of the Scheme Document and before the Scheme Voting Record Time or after the Scheme Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders of those Straight Shares shall be bound by the Scheme or in respect of which their holders are, or have agreed to be, bound by the Scheme.

2.4 Under the Scheme, the Straight Shares which are to be the subject of the Offer will be acquired by One51 fully paid and free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to them, including all voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

2.5 There are no agreements or arrangements to which One51 is a party which relate to the circumstances in which it may or may not seek to invoke any of the Conditions to the implementation of the Offer.

2.6 Details of the Conditions and certain further terms of the Offer are set out below and in Appendix 1 to this announcement.

   3.            Recommendation

3.1 The Board of Straight, which has been so advised by Cenkos Securities plc, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Board of Straight, Cenkos has taken into account the Board of Straight's commercial assessment.

3.2 The Board of Straight unanimously recommends that all Straight Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the GM to approve and implement the Offer.

   4.            BACKGROUND TO AND REASONS FOR THE OFFER

4.1 Having established itself as a leading player in the UK wheeled bin market via its subsidiary which traded as MGB Plastics, One51 wants to build upon this success by undertaking complementary strategic acquisitions in the UK.

4.2 One51 believes that an acquisition of Straight would be a good strategic fit in this regard. In particular, a combination of MGB Plastics and Straight would create a leading specialist injection moulding group in the UK.

5. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION OF THE OFFER BY THE STRAIGHT DIRECTORS

Straight plc was founded in 1993 and was admitted to trading on AIM in 2003 in order to access growth capital and to provide the means to incentivise its key staff. Since its admission to AIM Straight's turnover has grown from GBP10.2m to GBP26.1m for the year ended 2013 supported by acquisitions, organic growth and the successful development of new products. The Directors of Straight believe that the business will benefit substantially from being part of a larger group that will leverage its existing customer network as well as its product development and branding expertise.

In making its recommendation the Board of Straight has considered the following:

-- Straight shareholders representing in aggregate approximately 48.7 per cent. of Straight's issued share capital have already indicated their support for the Offer;

-- the consideration payable under the Offer represents a premium of 66.0 per cent. to the Closing Price of 47.0 pence per Straight Share on 13 February 2014, being the last Business Day prior to Straight announcing that it was in discussions regarding a potential offer.

On the basis of the above, the Board of Straight unanimously recommends that Straight Shareholders vote in favour of all of the resolutions to be proposed at the Court Meeting and the GM to approve and implement the Offer.

   6.            INFORMATION ON ONE51 AND ONE51 GROUP

6.1 Headquartered in Dublin, Ireland, One51 is a wholly owned subsidiary of One51 plc, an investment holding company with a portfolio of industrial businesses in the UK and Ireland. One51 plc is an unlisted publicly quoted company. One51 Group's principal activities are as follows:

-- ClearCircle Environmental, One51 Group's environmental services division, is a provider of recycling and waste management services in Ireland, and has a growing UK footprint. Its operations are focused on metals recycling, materials recycling and hazardous waste management;

-- the plastics division incorporates a portfolio of injection moulding businesses in Ireland and the UK, with a manufacturing facility in China. These businesses operate in niche sectors typified by high volumes, outsize parts, bespoke tooling and high tonnage injection moulding machines;

-- the renewable energy division is comprised of a portfolio of renewable energy investments providing the One51 Group, either directly or indirectly, with exposure to wind, solar and tidal energy development. The One51 Group's largest investment in this sector is its 23 per cent. holding in NTR plc.

6.2 One51 Group's plastic injection moulding division is the second largest contributor to One51 Group's turnover (approximately 32.9 per cent. in 2013) and is comprised of the following five businesses:

   --    Protech Performance Plastics (Ireland/China) 
   --    Thormac Engineering (Ireland) 
   --    AAC Plastics (UK) 
   --    Protech Plastics Containers UK (UK) 
   --    MGB Plastics (UK)

6.3 The plastic injection moulding division manufactures a range of products including wheeled bins, paint cans, bread trays, animal feed containers and plastic casings and serve an array of customers operating within the electronics, packaging, medical and infrastructure sectors. MGB Plastics operates in the same broad market segment as Straight, with the majority of its turnover derived from the sale of wheeled bins. It is a leading UK supplier of wheeled bins and has established itself as a trusted and recognised brand in the market.

   7.            current trading and prospects OF ONE51 GROUP

7.1 On 22 April 2014 One51 plc released its results for the financial year ended 31 December 2013 which stated that:

-- Revenues decreased by 12.8 per cent. to EUR301.6 million (from EUR345.9 million in the 12 months ended 31 December 2012);

-- EBIT increased by 116 per cent. to EUR10.8 million (from EUR5.0 million in the 12 months ended 31 December 2012);

-- Profit after tax increased to EUR7.1 million (from a loss after tax of EUR116.1 million in the 12 months ended 31 December 2012);

-- Net debt decreased by 54.6 per cent. to EUR40.3 million at 31 December 2013 (from EUR88.9 million at 31 December 2012).

7.2 At the present time, One51 Group is trading ahead of the expectations of the directors of One51 plc, who believe that One51 Group remains well positioned for further growth, subject to wider general economic conditions, and those specific risks and uncertainties that One51 Group is exposed to which have been referred to in the announcement of results for the year ended 31 December 2013.

   8.            FINANCIAL EFFECTS OF THE OFFER

8.1 Following completion of the Offer, the consolidated assets and liabilities of the Enlarged Group will comprise the assets and liabilities of One51 Group and Straight Group. The extent and amount of any fair value adjustments is not yet known.

8.2 It is anticipated that the consolidated revenues and earnings of the Enlarged Group will be enhanced by potential cross selling opportunities, but these are not yet known.

   9.            INFORMATION ON STRAIGHT

9.1 Straight provides environmental products and services to both the UK market and overseas. Straight is a leading UK manufacturer and supplier of specialist kerbside recycling containers, as well as being a key supplier of a broad range of waste and recycling containers. Since its inception the business has supplied more than 25 million kerbside boxes, baskets and caddies to local authorities across the UK and overseas.

The business operates through two divisions:

-- the core trade business supplying products in bulk to local authorities, utilities, the waste industry, retailers and other businesses;

-- the retail business supplying a range of proprietary, environmentally friendly consumer products directly to the public, often in partnership with a local authority or a utility.

9.2 Almost two-thirds of the products which Straight supplies are produced in Straight's own factory in Hull. Straight's main market is the UK but it also has established overseas sales channels for its products, some of which are manufactured locally to their markets in North America and in Australia.

   10.          financing for the offer

10.1 The cash consideration payable under the Offer will be financed fully out of a committed debt facility of One51 Group. The debt facility is a dedicated new facility within the existing group facilities of One51 Group made available by The Governor and Company of the Bank of Ireland, Allied Irish Banks P.L.C. and Ulster Bank Ireland Limited. Further details will be set out in the Scheme Document.

10.2 IBI Corporate Finance Limited, financial adviser to One51, is satisfied that sufficient resources are available to One51 to satisfy in full the cash consideration payable by One51 pursuant to the terms of the Offer.

Completion of the Offer would result in a maximum cash consideration of approximately GBP10.7 million being payable to Straight Shareholders, assuming that all outstanding Straight Share Options with an exercise price below the Offer Price are exercised in full.

   11.          Current trading AND PROSPECTS OF STRAIGHT

On 17 April 2014, Straight announced its results for the year ended 31 December 2013 reporting revenue of GBP26.1m, underlying operating profit of GBP0.8m and a net loss of GBP0.04m. The announcement included the following outlook statement "2013 has seen a significant improvement in the trading performance of the Group, which has maintained its market leading position. 2014 has started well with a strong order book already in place".

   12.          Directors, management and employees

12.1 One51 has informed the Board of Straight that, following the completion of the Offer, the existing employment rights, terms and conditions of all the employees of the Straight Group will be fully safeguarded and that its plans do not involve any material change in the conditions of employment of the employees of the Straight Group, nor are there any plans to change the principal locations of the businesses of the Straight Group. One51 has further advised the Straight Directors that the Straight Group's pension obligations will be complied with and has informed the Board of Straight that it has no intention to make any detrimental changes to the benefits provided under the Straight Group's pension schemes.

12.2 Accordingly, the Board of Straight does not believe that One51's intentions as set out in paragraph 12.1 above would prejudice the Straight Group's employees and have taken these intentions into account when deciding to recommend the Offer.

12.3 The non-executive Directors of Straight have undertaken to resign from the Board of Straight following the Offer becoming Effective. Straight will, following such resignations, pay to such Directors all unpaid remuneration and reimbursement of expenses accrued due to them as at the date of resignation, together with appropriate amounts due in lieu of notice under their existing letters of appointment with Straight.

12.4 Jonathan Straight, currently Straight's Chief Executive Officer, has agreed to resign as a Director and employee of Straight following the offer becoming effective. Straight will, following such resignation, pay to him a termination payment in lieu of notice, of GBP330,000, comprising GBP198,000 in respect of salary, GBP102,000 in respect of bonus and GBP30,000 in respect of other contractual benefits. Jonathan Straight has also entered into a consultancy agreement with Straight for a fixed term of 18 months, for a consultancy fee of GBP150,000 per year under which he will provide consultancy services to the Enlarged Group. The agreement may be terminated by either party on one month's notice. Should the agreement be terminated for any reason by Straight, or be terminated by Jonathan Straight in the event of a fundamental breach by Straight, Straight will pay any outstanding fees for the remainder of the term of the agreement. The agreement is conditional upon the Offer becoming Effective and will come into effect on the business day after the Effective Date.

12.5 The executive Directors of Straight, other than Jonathan Straight, will continue to serve as Directors and employees of Straight on the terms of their existing service contracts.

   13.          Straight Share Option Schemes

13.1 Straight will shortly write to Straight Optionholders explaining the effects of the Scheme on them and, where appropriate, their right to exercise their outstanding Straight Share Options. Under the Scheme, the Offer will extend to any Straight Shares unconditionally allotted or issued after the date of this announcement and before the Scheme Record Time or, in the event that the Offer is implemented by way of an offer, before the date on which that offer ceases to be open for acceptance (or such earlier date as One51 may, in accordance with the terms and conditions of the offer, decide).

13.2 It is proposed to amend the articles of association of Straight at the GM to provide that, if the Scheme becomes Effective, any Straight Shares issued after the Scheme Record Time will automatically (and immediately following issue) be transferred to One51 or its nominees in exchange for the same consideration payable by One51 in respect of Scheme Shares under the Scheme. Consequently, participants in the Straight Share Option Schemes who exercise any options after the Scheme Record Time will receive the same consideration as Scheme Shareholders under the Scheme.

   14.          Irrevocable undertakings

14.1 One51 has received irrevocable undertakings from each of the Directors of Straight to vote in favour of the Offer at the Court Meeting and the GM in respect of, in aggregate, 4,710,303 Straight Shares, representing approximately 39.58 per cent of the existing issued share capital of Straight.

14.2 All of the above undertakings remain binding even in the event of a higher competing offer for Straight, unless the Offer lapses or is withdrawn.

   14.3        One51 has also obtained irrevocable undertakings from: 
 
 Straight Shareholder    Number of Straight   Percentage of 
                          Shares               Straight Shares 
                                               (%) 
----------------------  -------------------  ----------------- 
 Ruffer LLP              413,700              3.5 
----------------------  -------------------  ----------------- 
 Trustees of the 
  Straight Employee 
  Benefit Trust          400,000              3.4 
----------------------  -------------------  ----------------- 
 Investec Wealth 
  & Investment 
  Limited                276,350              2.3 
----------------------  -------------------  -----------------

14.4 The above undertakings remain binding in the event of a higher competing offer for Straight, unless the Offer lapses or is withdrawn or unless such higher competing offer is at a price which is more than 10 per cent. higher than the Offer Price.

14.5 One51 has therefore received irrevocable undertakings in respect of a total of 5,800,353 Straight Shares, representing, in aggregate, approximately 48.7 per cent. of the issued share capital of Straight to vote in favour of the Offer at the Court Meeting and the GM.

14.6 Apart from the irrevocable undertakings described above, neither One51 nor any persons acting in concert with One51 for the purposes of the Offer has any arrangement with any persons relating to the securities of Straight, including any indemnity or option agreement, or any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing.

   15.          overseas shareholders

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

   16.          Implementation of Scheme

16.1 It is intended that the Offer will be effected by means of a scheme of arrangement between Straight and the Scheme Shareholders under Part 26 of the Companies Act. The procedure involves an application by Straight to the Court to sanction the Scheme and to confirm the Capital Reduction. In consideration for the cancellation of their Straight Shares, Scheme Shareholders will receive cash as outlined in paragraph 2 above. As part of the Scheme Straight will be re-registered as a private limited company and shall become a wholly-owned subsidiary of One51. Following the Effective Date Straight Shares will be de-listed from trading on AIM.

16.2 One51 and Straight have agreed that One51 may, if it so determines in its absolute discretion, implement the Offer by making an offer for the entire issued and to be issued ordinary share capital of Straight.

16.3 The Offer will be subject to, among other things, the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in full in the Scheme Document, including approval of the Scheme by the Straight Shareholders by the passing of a resolution at a meeting of the Straight Shareholders convened by order of the Court pursuant to section 896 of the Companies Act (or at any adjournment of that meeting) to consider and, if thought fit, approve the Scheme with or without any modification to it. This resolution must be approved by a majority in number of Straight Shareholders present and voting, either in person or by proxy, at the Court Meeting, representing not less than 75 per cent. in value of the Straight Shares held by such Straight Shareholders. The Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court, in each case at the relevant Court Hearing.

16.4 In addition, the implementation of the Scheme will require separate approval by the passing of resolutions at the GM, inter alia, to:

16.4.1 authorise the Board of Straight to take such action as they consider necessary or appropriate to effect the Scheme;

16.4.2 cancel the existing Straight Shares (other than any Straight Shares already held by One51) and approve the issue of the New Straight Shares to One51 (and/or its nominee(s)) in accordance with the Scheme; and

16.4.3 amend Straight's articles of association to ensure that the Straight Shares issued under the Straight Share Option Schemes will be subject to the Scheme or, if issued following the Scheme Record Time, will be automatically transferred to One51 or its nominee on the same terms as under the Scheme.

   16.5        The GM will be held directly after the Court Meeting.

16.6 If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attend or vote in favour of the Scheme at the Court Meeting or attend or vote in favour of the resolutions to be proposed at the GM.

16.7 Further details of the Scheme, including the timetable for its implementation, will be set out in the Scheme Document. The Scheme Document will be posted as soon as practicable after the Court grants leave to convene the Court Meeting. Resolutions to approve the Scheme will be put to Straight Shareholders at the Court Meeting and resolutions relating to the Scheme will be put to Straight Shareholders at the GM. It is expected that the Court Meeting and the GM to approve the Scheme and the Capital Reduction will be held in June 2014. Subject to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective in early July 2014.

16.8 In accordance with Rule 13 of the Code, it is a pre-condition of the Offer being made that there will be no reference of the Offer to Phase 2 Investigation, or, if there is such a reference, a decision by the relevant authority to allow the Offer to proceed is made on terms satisfactory to One51.

17. re-registration OF STRAIGHT AS A PRIVATE COMPANY AND CANCELLATION OF ADMISSION TO TRADING ON AIM

17.1 As part of the Scheme, it is proposed that Straight will be re--registered as a private limited company.

17.2 Prior to the Scheme becoming Effective, and subject to applicable requirements of the AIM Rules and the London Stock Exchange, Straight will apply to the London Stock Exchange for the Straight Shares to cease to be admitted to trading on AIM, to take effect on the Effective Date.

17.3 Subject to the Scheme becoming Effective, share certificates in respect of Straight Shares will cease to be valid on the Effective Date and should be destroyed. In addition, on the Effective Date, entitlements to Straight Shares held in CREST will be cancelled.

17.4 If the Offer is subsequently structured as an offer rather than the Scheme, One51 intends, assuming that it receives sufficient acceptances under the Offer to entitle it to do so, to use the procedures set out in sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily, on the same terms as the Offer, any outstanding Straight Shares in respect of which the Offer has not been accepted.

   18.          OFFER RELATED ARRANGEMENTS

18.1 Details of irrevocable undertakings obtained by One51 in respect of Straight Shares are set out in paragraph 14 above.

18.2 In addition, One51 plc and Straight have entered into a confidentiality agreement dated 24 February 2014, pursuant to which One51 Group and Straight have undertaken, subject to certain exceptions, to keep information disclosed by the other party confidential and not to disclose it to third parties (other than their respective officers, employees, agents and professional advisers for the purpose of the Offer). The confidentiality agreement is available for inspection as referred to in paragraph 21 below.

   19.          Disclosure of interests in Straight

19.1 One51 confirms that an Opening Position Disclosure was made on 27 February 2014, setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code.

19.2 Save for the arrangements with Straight Shareholders in relation to irrevocable undertakings summarised in paragraph 14 above, as at the close of business on 1 May 2014, being the last business day prior to this announcement, neither One51 nor any One51 Director nor, so far as One51 is aware, any person acting in concert (as defined in the City Code) with One51, owns or controls any Straight Shares or any securities convertible or exchangeable into, or any rights to subscribe for or purchase, or any options (including traded options) to purchase or any short positions (whether conditional or absolute and whether in the money or otherwise and including under a derivative), agreement to sell, delivery obligation or right to require another person to take delivery of or any derivatives referenced to Straight Shares, nor does any such person have any arrangement in relation to Straight Shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Straight Shares which may be an inducement to deal or refrain from dealing in such Straight Shares

   20.          General

20.1 The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions to be set out in the Scheme Document. These documents will be posted to Straight Shareholders and, for information only, to Straight Optionholders, as soon as practicable and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel.

20.2 The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the GM and the expected timetable, and will specify the necessary action to be taken by Straight Shareholders.

   20.3        The Offer and the Scheme will be governed by English law. 
   21.          DOCUMENTS ON WEBSITE

21.1 A copy of this announcement, the irrevocable undertakings referred to in paragraph 14 above and the confidentiality agreement referred to in paragraph 18 above will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on One51's website at www.one51.com and on Straight's website at www.straight.co.uk/investors by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on any such website are incorporated into or form part of this announcement.

21.2 Neither One51 nor Straight (nor any of their respective directors, officers, employees, agents or advisers) make any representation or warranty (express or implied), or give any guarantee in this announcement as to the accuracy or completeness of the information on the websites referred to above (nor any other website) nor the contents of any website accessible from hyperlinks on any such website, nor shall they be liable for any loss or damage of any kind, direct or indirect, that any person may suffer as a result of using these websites or acting in reliance of the information on such websites. Persons who access such websites shall do so subject to the terms (if any) stated on those websites.

   22.          Appendices 
   22.1        Appendix 1 sets out the Conditions to, and certain further terms of, the Offer.

22.2 Appendix 2 sets out the bases and sources of information from which the financial calculations used in this announcement have been derived.

   22.3        Appendix 3 contains definitions of terms used in this announcement.

FURTHER INFORMATION

DISCLOSURE REQUIREMENTS OF THE CITY CODE

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

RESPONSIBILITY FOR INFORMATION IN THIS ANNOUNCEMENT

The One51 Directors accept responsibility for the information contained in this announcement (other than that relating to (i) Straight, (ii) the opinions of Straight or the Board of Straight or (iii) the individual Directors of Straight and members of their immediate families, related trusts or other persons connected with them), including the statements expressed to be opinions of the One51 Directors. To the best of the knowledge and belief of the One51 Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Board of Straight accept responsibility for the information contained in this announcement relating to (i) Straight, (ii) the opinions of Straight and the Board of Straight and (iii) the individual Directors of Straight and members of their immediate families, related trusts and other persons connected with them (including without limitation, the recommendation of the Offer by the Straight Directors). To the best of the knowledge and belief of the Board of Straight (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

ELECTRONIC COMMUNICATION

Appendix 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by One51, will comply with the Code. The Offer will be conditional on the Scheme becoming Effective by no later than 31 August 2014 (or such later date as One51 and Straight may agree and the Court and the Panel may allow). The Offer and any dispute or claim arising out of, or in connection with, it (whether contractual or non-contractual in nature) will be governed by, and construed in accordance with, English law and be subject to the jurisdiction of the courts of England. The Offer will be made on the terms and conditions set out in the Scheme Document.

Straight and One51 have agreed that, save as stated in this Appendix 1, the necessary actions to make the Scheme Effective will not be taken unless Conditions 1.1 to 1.3 have been fulfilled and Conditions 1.4 to 1.10 (as amended if appropriate) have been satisfied or waived.

   1.            CONDITIONS OF THE OFFER

The Offer will be subject to the following conditions:

1.1 the approval of the Scheme by a majority in number, representing not less than 75 per cent in value, of the holders of Straight Shares who are on the register of members of Straight at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting (or at any adjournment of it);

1.2 the resolutions required to implement the Scheme, the Capital Reduction and reorganise Straight's share capital being passed at the GM (or at any adjournment of it);

1.3 the sanction (with or without modification (but subject to such modification being acceptable to One51 and Straight)) of the Scheme and the confirmation of the Capital Reduction by the Court, copies of the Court Orders and of the statement of capital being delivered for registration to the Registrar of Companies;

1.4 the Competition and Markets Authority ("CMA") issuing a decision, in terms reasonably satisfactory to One51, that it is not referring the proposed acquisition of Straight by One51 or any matter arising from it to a Phase 2 investigation under section 33 Enterprise Act 2002 (as amended) ("Enterprise Act");

1.5 no government or governmental, quasi governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body or any other person or body in any jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would or might:

1.5.1 make the Offer or the acquisition of any Straight Shares, or control of Straight by One51 void, illegal or unenforceable or otherwise restrict, restrain, prohibit, delay or interfere with their implementation, or impose additional conditions or obligations with respect to them, or require material amendment thereof or otherwise challenge or interfere with them (in any case to an extent which is material in the context of the Offer);

1.5.2 require or prevent the divestiture by Straight or any of its subsidiaries or subsidiary undertakings or any associated undertaking or any company of which 20 per cent. or more of the voting capital is held by the Straight Group or any partnership, joint venture, firm or company in which any member of the Straight Group may be interested (the "wider Straight Group") or by One51 or any of its subsidiaries or subsidiary undertakings or any associated undertaking or any company of which 20 per cent. or more of the voting capital is held by the One51 Group or any partnership, joint venture, firm or company in which any member of the One51 Group may be interested (the "wider One51 Group") of all or any material portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses or own any of their assets or property;

1.5.3 impose any material limitation on or result in a material delay in the ability of any member of the wider Straight Group or the wider One51 Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in any member of the wider Straight Group or of the wider One51 Group held or owned by it or to exercise management control over any member of the wider Straight Group or of the wider One51 Group;

1.5.4 require any member of the wider One51 Group or the wider Straight Group to acquire or offer to acquire any shares or other securities in any member of the wider Straight Group; or

1.5.5 otherwise materially and adversely affect the assets, business, profits or prospects of the wider One51 Group (taken as a whole) or of the wider Straight Group (taken as a whole);

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

1.6 all necessary notifications and filings having been made, all applicable waiting periods (including any extensions of them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the Offer and the acquisition of any Straight Shares, or of control of Straight, by One51, and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or appropriate in any jurisdiction for, or in respect of, the Offer and the proposed acquisition of any Straight Shares, or of control of Straight, by One51 and to carry on the business of any member of the wider One51 Group or of the wider Straight Group having been obtained, in terms and in a form satisfactory to One51, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the wider One51 Group or the wider Straight Group has entered into contractual arrangements in each case the absence of which would have a material adverse effect on the wider Straight Group (taken as a whole), and all such Authorisations remaining in full force and effect at the time at which the Offer becomes unconditional in all respects and One51 having no knowledge of an intention or proposal to revoke, suspend or modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

1.7 except as publicly announced by Straight prior to the date hereof (by the delivery of an announcement to a Regulatory Information Service) or otherwise Fairly Disclosed, there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the wider Straight Group is a party or by or to which any such member or any of their assets is or may be bound, entitled or be subject to and which, in consequence of the Offer or the acquisition or proposed acquisition of any Straight Shares, or control of Straight, by One51 or otherwise, would or might, result in (in any case to an extent which is or would be material in the context of the wider Straight Group taken as a whole):

1.7.1 any monies borrowed by, or other indebtedness actual or contingent of, any such member of the wider Straight Group being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;

1.7.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) being enforced or becoming enforceable;

1.7.3 any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an adverse nature or any obligation or liability arising thereunder;

1.7.4 any assets of any such member being disposed of or charged, or right arising under which any such asset could be required to be disposed of or charged, other than in the ordinary course of business;

1.7.5 the interest or business of any such member of the wider Straight Group in or with any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;

1.7.6 any such member ceasing to be able to carry on business under any name under which it presently does so;

   1.7.7            the creation of liabilities (actual or contingent) by any such member; or

1.7.8 the financial or trading position of any such member being prejudiced or adversely affected

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the wider Straight Group is a party, or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs 1.7.1 to 1.7.8 (inclusive) to an extent which is material in the context of the wider Straight Group, taken as a whole;

1.8 except as publicly announced by Straight prior to the date hereof (by the delivery of an announcement to a Regulatory Information Service) or otherwise Fairly Disclosed, no member of the wider Straight Group having, since 31 December 2013:

1.8.1 issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save as between Straight and wholly owned subsidiaries of Straight and save for options granted, and for any Straight Shares allotted upon exercise of options granted under the Straight Share Option Schemes before the date hereof), or redeemed, purchased or reduced any part of its share capital;

   1.8.2            sold or transferred or agreed to sell or transfer any treasury shares;

1.8.3 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution other than to Straight or a wholly-owned subsidiary of Straight;

1.8.4 agreed, authorised, proposed or announced its intention to propose any merger or demerger or acquisition or disposal of assets or shares (other than in the ordinary course of trading) or to any material change in its share or loan capital;

1.8.5 issued, authorised or proposed the issue of any debentures or incurred any indebtedness or contingent liability;

1.8.6 acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of trading);

1.8.7 entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or involves or could involve an obligation of a nature or magnitude;

1.8.8 entered into or proposed or announced its intention to enter into any reconstruction, amalgamation, transaction or arrangement (otherwise than in the ordinary course of business);

1.8.9 taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding up or dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer if it or any of its assets (or any analogous proceedings or appointment in any overseas jurisdiction);

1.8.10 been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

1.8.11 entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the directors of Straight;

1.8.12 waived, compromised or settled any claim which is material in the context of the wider Straight Group (taken as a whole); or

1.8.13 entered into any agreement, arrangement or commitment or passed any resolution with respect to any of the transactions or events referred to in this paragraph 1.8;

1.9 since 31 December 2013, except as publicly announced by Straight prior to the date hereof (by the delivery of an announcement to a Regulatory Information Service) or otherwise Fairly Disclosed:

1.9.1 there having been no material adverse change in the business, assets, financial or trading position or profits or prospects of the wider Straight Group (taken as a whole);

1.9.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remaining outstanding against any member of the wider Straight Group and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the wider Straight Group having been threatened, announced or instituted or remaining outstanding which in any case is material in the context of the wider Straight Group (taken as a whole); and

1.9.3 no contingent or other liability having arisen or been incurred which might reasonably be expected materially and adversely to affect the Straight Group (taken as a whole);

1.10 One51 not having discovered that, save as publicly announced by Straight prior to the date hereof (by the delivery of an announcement to a Regulatory Information Service) or otherwise Fairly Disclosed:

1.10.1 the financial, business or other information concerning the wider Straight Group which has been disclosed in writing at any time by or on behalf of any member of the wider Straight Group whether publicly (by the delivery of an announcement to a Regulatory Information Service) or to One51 or its professional advisers, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading;

1.10.2 any member of the wider Straight Group is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and accounts of Straight for the financial year ended 31 December 2012;

1.10.3 any past or present member of the wider Straight Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Straight Group;

1.10.4 there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Straight Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction; or

1.10.5 circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present member of the wider Straight Group which claim or claims would be likely to affect adversely any member of the wider Straight Group,

which in each case is material in the context of the wider Straight Group (taken as a whole).

One51 reserves the right to waive, in whole or in part, all or any of Conditions 1.4 to 1.10 (inclusive). If One51 is required by the Panel to make an offer for Straight Shares under the provisions of Rule 9 of the Code, One51 may make such alterations to the Conditions, including Conditions 1.1 to 1.3 (inclusive) above, as are necessary to comply with the provisions of that Rule.

The Offer will lapse unless the Conditions (other than Conditions 1.1 to 1.3 (inclusive) to the Offer) are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by One51 in its reasonable opinion to be or to remain satisfied by no later than the time of the Court Hearing to sanction the Scheme, or such later date as One51 may, with the consent of the Panel, decide. One51 shall be under no obligation to waive or treat as satisfied any of Conditions 1.4 to 1.10 inclusive by a date earlier than the latest date specified above for their satisfaction notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or satisfaction.

The Offer will lapse if it is referred to a Phase 2 investigation under section 33 Enterprise Act before the Court Meeting. If the Offer so lapses none of the Straight Shareholders or One51 will be bound by any term of the Scheme.

For the purposes of the Conditions, information shall have been Fairly Disclosed if it has been disclosed: (i) in writing prior to the date of this announcement by or on behalf of Straight to One51 or One51's financial, accounting, tax or legal advisers in sufficient detail to enable One51 to take a reasonably informed decision as to the impact of the information on the business, profits, losses and/or prospects of the Straight Group; (ii) in Straight's published annual and/or half year report and accounts for the relevant financial period or periods referred to in the relevant Condition; (iii) in a public announcement made in accordance with the AIM Rules or the Disclosure and Transparency Rules by Straight prior to the date of this announcement; or (iv) in this announcement or the Scheme Document.

One51 reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a takeover offer (as defined in Part 28 of the Companies Act). In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent, (or such lesser percentage, as One51 may decide) (i) in nominal value of the shares to which such offer relates; and (ii) of the voting rights attached to those shares, and that is subject to One51 and/ or (with the consent of the Panel) any members of the One51 Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Straight, including, for this purpose, any such voting rights attaching to Straight Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Under Rule 13.5 of the City Code, One51 may only invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the Condition are of material significance to One51 in the context of the Offer. The Conditions in paragraphs 1.1 to 1.4 (inclusive) are not subject to this provision of the City Code.

   2.            FURTHER TERMS OF THE OFFER

2.1 The Offer will extend to (i) all Straight Shares unconditionally allotted or issued at the date of the Scheme Document, (ii) any further Straight Shares unconditionally allotted or issued after the date of the Scheme Document and before the Scheme Voting Record Time and (iii) any further Straight Shares unconditionally allotted or issued after the Scheme Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders of those Straight Shares shall be bound by the Scheme or in respect of which their holders are, or have agreed to be, bound by the Scheme, other than (in all cases) the Excluded Shares.

2.2 The Straight Shares are to be acquired by One51 fully paid and free from all liens, charges and encumbrances, rights of pre emption and any other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to all dividends or other distributions declared, paid or made after the date of this announcement. If a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or becomes payable by Straight in respect of a Straight Share on or after the date of this announcement and prior to the Offer becoming Effective, One51 reserves the right to reduce the value of the consideration payable for each Straight Share under the Offer in respect of any Straight Share by up to the amount of the dividend and/or distribution and/or return of capital except where the Straight Share is or will be transferred pursuant to the Offer on a basis which entitles One51 to receive the dividend and/or distribution and/or return of capital and to retain it.

2.3 The Offer will be governed by English law and is subject to the jurisdiction of the courts of England. In addition, the Offer will be subject to the terms and conditions as set out in the Scheme Document. The Offer will comply with, and be subject to, the applicable rules and regulations of the Financial Conduct Authority in the United Kingdom, the London Stock Exchange, the AIM Rules and the City Code.

APPENDIX 2

FURTHER INFORMATION AND BASES AND SOURCES OF INFORMATION

1. Unless otherwise stated, the financial information regarding Straight contained in this announcement has been extracted from Straight's final results for the year ended 31 December 2013 as announced on 17 April 2014.

2. The value attributed to the existing issued share capital of Straight is based upon the 11,899,294 Straight Shares in issue on 1 May 2014 (being the last business day prior to this announcement).

3. The premia implied by the Offer Price of 78 pence per Straight Share have been calculated based on data provided by Bloomberg.

4. The International Securities Identification Number for Straight Shares is GB0033695486.

5. The maximum cash consideration due pursuant to the Offer is based upon the 11,899,294 Straight Shares in issue as at 1 May 2014 (being the last business day prior to this announcement) and the 1,761,362 Straight Shares which may be issued under the Straight Share Option Schemes where the exercise monies payable by Straight Optionholders in respect of such exercise is less than the Offer Price.

APPENDIX 3

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

AIM

the market of that name operated by the London Stock Exchange;

AIM Rules

the AIM Rules for Companies as published by the London Stock Exchange from time to time;

associated undertaking

is to be construed in accordance with section 344(3) of the Companies Act;

Board of Straight

the board of directors of Straight;

business day

a day (excluding Saturdays, Sundays and UK public holidays) on which banks are generally open for business in the City of London;

Capital Reduction

the proposed reduction of the share capital of Straight pursuant to the Scheme;

Cenkos or Cenkos Securities plc

Cenkos Securities plc, financial adviser to Straight;

City Code

the City Code on Takeovers and Mergers;

Closing Price

the closing middle market quotation of a Straight Share as derived from the AIM appendix to the Daily Official List on any particular day;

Companies Act

the Companies Act 2006;

Conditions

the conditions to the Offer which are set out in Appendix 1 to this announcement and which will be set out in the Scheme Document;

Court

the High Court of Justice in England;

Court Hearings

the two separate hearings by the Court of the petition to sanction the Scheme and to confirm the Capital Reduction;

Court Meeting

the meeting of the Straight Shareholders to be convened by order of the Court under section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without amendment) and any adjournment of it;

Court Orders

the First Court Order and the Second Court Order;

Daily Official List

the Daily Official List of the London Stock Exchange;

Directors of Straight

the directors of Straight, namely James Henry Newman, Jonathan Michael Straight, James David Mellor, Mark Jeremy Halford and Colin Glass;

Effective

in the context of the Offer:

(a) if the Offer is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or

(b) if the Offer is implemented by way of an offer, such offer having been declared or become unconditional in all respects in accordance with the requirements of the City Code;

Effective Date

the date on which the Offer becomes Effective;

Enlarged Group

the One51 Group and the Straight Group;

Excluded Shares

any Straight Shares which are registered in the name of, or are beneficially owned by, One51 or which One51 acquires or becomes beneficially interested in from time to time;

First Court Order

the order of the Court sanctioning the Scheme under section 899 of the Companies Act;

the general meeting of Straight Shareholders (and any adjournment of it) convened for the purposes of considering and, if thought fit, approving certain resolutions in connection with the Scheme and the Capital Reduction, notice of which will be included in the Scheme Document;

holder

in relation to shares or other securities, a registered holder, including any person entitled by transmission;

IBI

IBI Corporate Finance Limited, financial adviser to One51;

London Stock Exchange

London Stock Exchange plc;

Meetings

the Court Meeting and the GM;

New Straight Shares

the new ordinary shares of 1 pence each in the capital of Straight to be issued, credited as fully paid, to One51 pursuant to the Scheme;

Offer

the offer, details of which are set out in this announcement;

Offer Period

the period commencing on 14 February 2014 and ending on the Effective Date, or such other date as the Panel may decide;

Offer Price

78 pence per Straight Share

One51

One51 Plastics Holdings Limited, a company registered in Ireland with registered number 542775;

One51 Directors

the Directors of One51, being Alan Walsh and Pat Dalton;

One51 Group

One51 plc and its subsidiaries from time to time;

One51plc

One Fifty One plc;

overseas person

any person who is not resident in the United Kingdom, or who is a citizen, resident or national of a jurisdiction outside the United Kingdom or who is a nominee of, or custodian or trustee for, any citizen(s), resident(s) or national(s) of any other country;

Overseas Shareholder

a Straight Shareholder who is an overseas person, including any US Person who holds any Straight Shares;

Panel

the Panel on Takeovers and Mergers;

Registrar of Companies

the Registrar of Companies in England and Wales;

Regulatory Information Service

has the meaning given to that expression in the AIM Rules;

Scheme

the proposed scheme of arrangement under Part 26 of the Companies Act between Straight and the Scheme Shareholders to implement the Offer;

Scheme Document

the document to be dispatched to Straight Shareholders in relation to the Scheme including the statement required by section 897 of the Companies Act;

Scheme Record Time

6.00 p.m. on the business day immediately preceding the date on which the Second Court Order is made;

Scheme Shareholders

holders of Scheme Shares;

Scheme Shares

all Straight Shares which are:

   (a)          unconditionally allotted or issued at the date of the Scheme Document;

(b) unconditionally allotted or issued after the date of the Scheme Document and before the Scheme Voting Record Time; or

(c ) unconditionally allotted or issued at or after the Scheme Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders of those Straight Shares shall be bound by the Scheme or in respect of which their holders are, or have agreed to be, bound by the Scheme,

in each case, other than the Excluded Shares;

Scheme Voting Record Time

6.00 pm on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the second day before the date of such adjourned meeting;

Second Court Order

the order of the Court confirming the Capital Reduction under the Companies Act;

Straight

Straight plc, a public limited company incorporated in England and Wales with registered number 2923140;

Straight Group

Straight and its subsidiary undertakings;

Straight Option holders

holders of Straight Share Options;

Straight Shareholders

holders of Straight Shares;

Straight Share Options

options to subscribe for Straight Shares granted or awarded pursuant to the Straight Share Option Schemes;

Straight Share Option Schemes

the Straight plc Enterprise Management Incentive Scheme, the Straight plc Executive Share Option Scheme and the Straight plc Long Term Incentive Plan 2010;

Straight Shares

ordinary shares of 1 pence each in the capital of Straight;

subsidiary, subsidiary undertaking and undertaking

are to be construed in accordance with the Companies Act;

substantial interest

in relation to an undertaking, an interest, direct or indirect, in 20 per cent. or more of the voting rights exercisable in relation to the undertaking or in the capital or of any class of capital of such undertaking;

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland;

United States or USA

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

US Person

a US Person as defined in Regulation S under the US Securities Act;

US Securities Act

the US Securities Act of 1933, as amended, and the rules and regulations promulgated under it.

All references to legislation in this announcement are to English legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, extension or re-enactment of that provision.

All references to a scheme of arrangement are to a scheme of arrangement under Part 26 of the Companies Act 2006.

Unless otherwise stated, all references to time in this announcement are to London time. Words in this announcement importing the singular shall include the plural and vice versa.

References to the singular include the plural.

GBP and pence means pounds and pence sterling, the lawful currency of the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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