FOR IMMEDIATE RELEASE

18 December 2020

United Carpets Group Public Limited Company ("United Carpets", the "Group" or "Company")

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

Tender Offer to purchase up to 29,026,108 Ordinary Shares at 6.25 pence per Ordinary Share

and

Notice of General Meeting

The Company announces that a circular (the "Circular") will be sent to Shareholders later today detailing the following proposals:

·    the proposed cancellation of the admission to trading of the Ordinary Shares on AIM (the "De-Listing");

·    the proposed re-registration as a private limited company (the "Re-Registration"); and

·    a tender offer, closing at 3.00 p.m. on Friday 8 January 2021, for up to 29,026,108 Ordinary Shares, representing approximately 35.7 per cent. of the Company's issued share capital being the Ordinary Shares that certain members of the Concert Party are not currently interested in, at 6.25 pence per Ordinary Share (the "Tender Offer") (together the De-Listing, Re-Registration and Tender Offer are the "Proposals").

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Circular.

The Circular sets out the terms of the Tender Offer and incorporates a notice of a General Meeting. A Form of Proxy and Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the General Meeting and Tender Offer, respectively, are also being despatched with the Circular.

If the Proposals do not proceed for any reason, Qualifying Shareholders will not receive the Tender Offer Price for any of their Ordinary Shares and will not be able to achieve an exit at that stage from their investment in the Company.

Reasons for the De-Listing

The Directors have been reviewing the merits or otherwise of the Company's Ordinary Shares continuing to be admitted to trading on AIM and remaining a public limited company.  The following key factors have been taken into account, amongst other matters, by the Directors in reaching the conclusion that the De-Listing is in the best interests of the Company and its Shareholders as a whole:

·                      the Directors believe that the Company is not of a sufficient scale to attract interest from institutional and other investors and consequently suffers from a lack of liquidity for its Ordinary Shares;

·                      the Founder Concert Party together currently hold over 64.70 per cent. of the Company's voting rights and, as a result, the free float and liquidity of the Ordinary Shares is limited;

·                      the considerable costs, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM which are, in the Directors' opinion, materially disproportionate to the benefits to the Company and given the economic climate are becoming increasingly burdensome; and

·                      with regard to the costs in particular, even though these have been, so far as reasonably possible, controlled and minimised by the Company, the Directors believe that these funds could be better utilised for the benefit of the Company.

The Directors strongly believe that for the reasons referred to above, the Company should seek the cancellation of the admission of its Ordinary Shares to trading on AIM and re-register as a private limited company at the earliest opportunity.

The Board is however mindful that not all Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. The Tender Offer provides Shareholders a means to realise their investment in the Company for cash at 6.25 pence per Ordinary Share, representing a premium of 19.05 per cent. to the closing share price on the 17 December 2020 (being the latest practicable date prior to this announcement), a premium of 55.44 per cent. to the three-month average closing share price, a premium of 76.75 per cent. to the six-month average closing share price and a premium of 78.44 per cent. to the nine-month average closing share price.

The Tender Offer will be financed from the Group's existing cash resources. Paul Eyre and Deborah Grayson have irrevocably committed not to accept the Tender Offer in respect of 51,023,892 Ordinary Shares, which will afford Shareholders the opportunity to tender their entire interest in the Ordinary Shares for cash should they so choose. Depending on the level of take-up Paul Eyre and Deborah Grayson could come to hold 97.42% of the Company's issued share capital. Accordingly, the Proposals are being treated as an offer under the Code by the Founder Concert Party, further details of which are set out below.

De-Listing process            

The AIM Rules require an AIM company wishing the London Stock Exchange to cancel admission of its shares to trading on AIM to notify such intended cancellation and separately inform the London Stock Exchange of its preferred cancellation date at least twenty Business Days prior to such date.  The cancellation is conditional upon the consent of not less than 75 per cent. of votes cast by Shareholders given in a general meeting.

The General Meeting Notice contains a special resolution numbered 2 which proposes that the Company's admission to trading on AIM is cancelled.

Subject to the passing of Resolution 2 at the General Meeting, it is expected that the last day of dealings in Ordinary Shares on AIM will be 25 January 2021 and that De-Listing will be effective from 7.00 am on 26 January 2021.

Tender Offer

The Board recognises that not all Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. Subject to the Tender Conditions being satisfied, Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer.

In light of the proposed De-Listing and Re-Registration, the Company is proposing a Tender Offer under which N+1 Singer will purchase up to 29,026,108 Ordinary Shares, representing 35.7 per cent. of the Company's current issued share capital at 6.25 pence per Ordinary Share. The Tender Offer Price represents:

·      a premium of approximately 19.05 per cent. over the closing mid-market price of an Ordinary Share on 17 December 2020, being the Latest Practicable Date;

·      a premium of approximately 55.44 per cent. over the three-month average closing price of an Ordinary Share on 17 December 2020, being the Latest Practicable Date;

·      a premium of approximately 76.75 per cent. over the six-month average closing price of an Ordinary Share on 17 December 2020, being the Latest Practicable Date; and

·      a premium of approximately 78.44 per cent. over the nine-month average closing price of an Ordinary Share on 17 December 2020, being the Latest Practicable Date.

Circumstances in which the Tender Offer may not proceed

There can be no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Resolutions at the General Meeting by the requisite majorities.

If the Tender Offer does not occur for any reason, Qualifying Shareholders will not receive the Tender Offer Price for each of their Ordinary Shares and will not be able to achieve an exit at that stage from their investment in the Company.

Loan arrangements

In the event that the Tender Offer is taken up and N+1 Singer exercises its put options pursuant to the Repurchase Agreement, the Company will be required to pay the sum of up to £1,814,131.75 to N+1 Singer in consideration for the Ordinary Shares that are to be purchased by the Company and cancelled. This payment would result in a reduction in the working capital of the Group.

In order to increase the Company's working capital position in the short term, it is proposed that Paul Eyre and Deborah Grayson will  make available to the Company a term loan facility in an amount equal to the lower of (a) £1,850,000 and (b) the amount paid by the Company for the buy-back of its own shares the subject of the Repurchase. The facility can be utilised in multiple tranches within 3 months of the date of the Shareholder Loan Agreement (the "Shareholder Loan Facility"). The Shareholder Loan Facility is to be made available to be applied in or towards the working capital requirements of the Group.

The obligations of the Group to Paul Eyre and Deborah Grayson in respect of the Shareholder Loan Agreement shall be subordinated to those obligations of the Group to Santander UK plc under the term loan facility entered into on 19 August 2020 pursuant to the Government's Coronavirus Business Interruption Loan Scheme and as amended on 25 August 2020 and as amended pursuant to an amendment and restatement agreement dated on or around the date of the Shareholder Loan Agreement.

As the Shareholder Loan Agreement is to be entered into between the Company and two of the Directors of the Company, this will constitute a related party transaction under Rule 13 of the AIM Rules. The Independent Directors (being the Directors other than Paul Eyre and Deborah Grayson), having consulted with N+1 Singer as its nominated adviser, consider that the terms of this related party transaction are fair and reasonable insofar as the Shareholders are concerned. 

The Founder Concert Party

In order to provide Shareholders the ability to realise their holding in full as part of the Tender Offer, Paul Eyre and Deborah Grayson (who, together with certain family members,  are being treated as "acting in concert" for the purposes of the Code (together, the "Founder Concert Party")) have entered into irrevocable undertakings not to tender 51,023,892 Ordinary Shares in respect of their personal interests. The current holdings of the Founder Concert Party, directly or through their close families and related trusts, are as follows:

Irrevocable undertakings

The Company has received irrevocable undertakings from Paul Eyre and Deborah Grayson to vote in favour of the Resolutions and not to participate in the Tender Offer with respect to any of their Ordinary Shares held, in respect of their entire holdings of 51,023,892 Ordinary Shares in aggregate, representing approximately 62.68 per cent. of the Company's issued share capital.

The Company has also received irrevocable undertakings from the Shareholder Directors (being Ian Bowness and Peter Cowgill) to vote in favour of the Resolutions and to participate in the Tender Offer with respect to all of their Ordinary Shares held, in respect of their entire holdings of 2,771,208 Ordinary Shares in aggregate, representing approximately 3.40 per cent. of the Company's issued share capital.

Board Structure

Following completion of the Proposals, the Company will maintain a holding company board structure and does not intend to continue to comply with the QCA Corporate Governance Code. Following the De-Listing, Peter Cowgill, Kenneth Piggott and Paul Newton will tender their resignations as directors of the Board.

In light of the Proposals Ian Bowness, the Group Finance Director, has decided that the time is right for him to move on from the Group. Ian Bowness will step down from the Board on 6 January 2021 and cease to act as Group Finance Director on 31 March 2021.

Intentions of the Founder Concert Party following the Proposals

The members of the Founder Concert Party have each confirmed to the Company that they are not proposing, following completion of the Proposals, to seek any changes to the general nature or any other aspect of the Company's business or strategy.

The members of the Founder Concert Party have also each confirmed that they have no intention to make any significant changes in respect of any of the following:

• the future of the Company's (and the Company's subsidiaries') businesses;

• the location of the Company's (and the Company's subsidiaries') places of business, headquarters and headquarters' functions;

• the continued employment of the Company's employees and management, including any material change in conditions of employment;

• employer contributions into the Company's pension schemes, the accrual of benefits for existing members and the admission of new members; and

• the deployment of the fixed assets of the Company (or any of its subsidiaries).

Under the current circumstances and notwithstanding any increase in the number of the Founder Concert Party's holdings of Ordinary Shares, the remaining Directors confirm that they intend to continue to conduct the business of the Company in the same manner as it is currently conducted. The Board may seek to establish incentivisation arrangements for the Company's management team following the Proposals. However, no specific structure or terms have been discussed, or will be discussed prior to completion of the Tender Offer.

Cash confirmation

The maximum cash consideration payable should all Qualifying Shareholders tender their Ordinary Shares in the Tender Offer at the Tender Price is approximately £1,815,000 million which will be funded from the Company's existing cash resources.

N+1 Singer is satisfied that the resources available to the Company are sufficient to satisfy in full the maximum cash consideration payable under the Tender Offer.

Notice of General Meeting

A General Meeting is being convened to be held at the offices of the Company at Moorhead House, Moorhead Way, Bramley, Rotherham S66 1YY on 5 January 2021 at 10.00 am at which the Resolutions will be proposed to approve the De-Listing, the Re-Registration and to authorise the Company to make market purchases of its own Ordinary Shares pursuant to the Tender Offer.

To be effective, the Resolutions approving the De-Listing, Re-Registration and Repurchase must be passed on a poll by not less than 75 per cent. of those Shareholders present by proxy and voting at the General Meeting.

Recommendation

The Directors unanimously consider the Proposals to be in the best interests of the Company and Shareholders as a whole.

The Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as certain members of the Founder Concert Party and the Shareholder Directors have irrevocably undertaken to do in respect of their beneficial holdings of Ordinary Shares amounting to, in aggregate, 53,795,100 Ordinary Shares, representing approximately 66.09 per cent. of the Company's issued share capital.

The Company will fund the Tender Offer from its existing cash resources. Dependent on the level of take-up of the Tender Offer and without entering into the Shareholder Loan Agreement, the Company's balance sheet could be materially weakened due to the reduction of the cash position. The Company operates in retail where activity levels and trading performance are strongly affected by changes in economic confidence. As a result of the Tender Offer and without entering into the Shareholder Loan Agreement, the Company will financially be less well positioned to manage any material deterioration in trading performance.

Upon De-Listing, the Company would no longer be subject to, and its Shareholders would consequently lose the protections afforded by, certain corporate governance regulations which apply to the Company currently. In particular, the Company would no longer be subject to the AIM Rules.

The Founder Concert Party legally and beneficially own in excess of 50 per cent. of the issued share capital and voting rights in the Company. As a result, the Founder Concert Party are able to pass or defeat any ordinary resolution of the Company requiring a simple majority of those attending and voting in person or by proxy at the meeting, including, amongst other things the election of directors and authorising the directors to issue equity securities. In addition, dependent on the level of take up under the Tender Offer, the Founder Concert Party may legally and beneficially own in excess of 75 per cent. of the issued share capital and voting rights in the Company. Should this occur, the Founder Concert Party will be able to pass or defeat any special resolution of the Company.

There can be no guarantee that, after the Tender Offer closes at 3.00 pm on 8 January 2021 the board of the Company would be prepared to make a subsequent tender offer to acquire any Ordinary Shares, or that the Founder Concert Party would be prepared to make any offer to acquire any Ordinary Shares in which it does not already have an interest. Nor can there be any guarantee as to the price of any such tender offer by the Company or potential offer by the Founder Concert Party.

Accordingly, any Shareholder who does not accept the Tender Offer may find it difficult to sell their Ordinary Shares after the Tender Offer closes and the De-Listing takes effect, may not receive regular information from the Company, would not benefit from regulatory compliance with governance procedures (other than under the Act), nor enjoy the protections afforded by the AIM Rules. Furthermore, there is no guarantee that the Company or any other purchaser would be willing to buy Ordinary Shares after the Tender Offer has closed and, if they were, any price offered might not reflect the underlying value of the Company's assets.

Shareholders who anticipate greater value in the Ordinary Shares whilst recognising and being willing to accept the risks associated with remaining as a minority investor in an unlisted company controlled by the Founder Concert Party may wish not to accept the Tender Offer and to remain as minority Shareholders of a private company.

In the opinion of the Independent Directors, Shareholders should carefully consider their own individual circumstances in deciding whether or not to accept the Tender Offer. In the absence of any immediate prospect to sell their Ordinary Shares once the Tender Offer closes and the De-Listing has occurred, Shareholders should balance their desire for a cash realisation now or in the immediate foreseeable future, against the uncertain future of remaining a holder of a private company, with the concurrent lack of transparency and protections that this affords them.

Under the rules of the Code, the Independent Directors are required to obtain independent financial advice on the terms of the Tender Offer and to make known to Shareholders the substance of such advice and their own opinion on the Tender Offer. The Independent Directors, who have been so advised by N+1 Singer as to the financial terms of the Tender Offer, consider the terms of the Tender Offer to be fair and reasonable. In providing advice to the Directors, N+1 Singer has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors unanimously recommend that Shareholders tender, or procure the tender, of their Ordinary Shares in the Tender Offer, as the Shareholder Directors (being Peter Cowgill and Ian Bowness),  intend to do, or procure to be done, in respect of their own beneficial holdings (or those of their close relatives and related trusts) of 2,771,208 Ordinary Shares, in aggregate, representing approximately 3.40% per cent. of the Company's voting rights as at the Latest Practicable Date.

The Directors do not give any opinion or recommendation to any individual Shareholder whether or not to accept the Tender Offer. Notwithstanding the Independent Directors' recommendation above, whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend, amongst other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. In making their decisions, Shareholders are recommended to consult their duly authorised independent advisers.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the De-Listing, Re-Registration and Tender Offer               Friday 18 December 2020

Tender Offer opens and notice of De-Listing provided to

the London Stock Exchange                                                                       Friday 18 December 2020

Posting of the Circular, Tender Forms and Forms of Proxy                           Friday 18 December 2020

Latest time and date for receipt of Forms of Proxy for the

General Meeting                                                                  10.00 am on Thursday 31 December 2020

General Meeting                                                                        10.00 am on Tuesday 5 January 2021

Announcement of results of General Meeting                                                 Tuesday 5 January 2021

Latest time and date for receipt of Tender Forms and

TTE instructions in relation to the Tender Offer, i.e. close of Tender Offer                                           
                                                                                                     3.00 pm on Friday 8 January 2021

Closing Date (4)                                                                             3.00 pm on Friday 8 January 2021

Tender Offer Record Date                                                               6.00 pm on Friday 8 January 2021

Announcement of the results of the Tender Offer by

N+1 Singer and the Company                                                                       Monday 11 January 2021

Tender Offer declared unconditional (the Unconditional Date) and
expected purchase of the Ordinary Shares under the Tender Offer
and completion of the repurchase from N+1 Singer                                      Tuesday 12 January 2021

Cheques dispatched and CREST accounts credited in

respect of proceeds due under the Tender Offer                                                   by 25 January 2021

CREST accounts credited with, and share certificates

dispatched in respect of, revised holdings of

Ordinary Shares following the Tender Offer                                                           by 25 January 2021

Earliest date of De-Listing / cancellation of admission of Ordinary Shares
from AIM                                                                        with effect from 7.00 am on 26 January 2021

Expected date of filing Re-Registration at Companies House                                     26 January 2021

(1)           If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders through a Regulatory Information Service.

(2)           All references to time in this announcement are to London time, unless otherwise stated.

(3)           All events in the above timetable following the General Meeting are conditional, inter alia, upon the approval of Resolutions 1 and 2. The De-Listing requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

(4)           This date may be extended in accordance with the terms and conditions of the Tender Offer set out in Part II of the Circular. The Tender Offer will remain open for acceptance for at least 14 days after the Tender Offer is declared unconditional, which may extend the Closing Date and therefore the time by which Qualifying Shareholders who have not tendered their Ordinary Shares in the Tender Offer may do so if they wish.

(5)           Subject to and following the Tender Offer becoming unconditional, settlement of the consideration to which any Qualifying Shareholder is entitled pursuant to valid tenders by N+1 Singer will be made (i) in the case of acceptances of the Tender Offer received, valid and complete in all respects, by the Unconditional Date, within 14 days of the Unconditional Date; or (ii) in the case of acceptances of the Tender Offer received, valid and complete in all respects, after such date but while the Tender Offer remains open for acceptance as referred to in Note 4 above, within 14 days of the date on which the 14 day period referred to in Note 4 above expires.

Important Notices

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in relation to the proposals outlined in this announcement and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or any matter, transaction or arrangement referred to herein.  The responsibilities of N+1 Singer as the Company's nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person.  N+1 Singer is not making any representation or warranty, express or implied, as to the contents of this announcement.

Copies of the Circular will be available free of charge during normal business hours on any Business Day at the offices of the Company from the date of this announcement until close of business on 5 January 2021 and at the Company's website, www.unitedcarpetsandbeds.com.

Forward-looking statements

This announcement 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", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. 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: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows and return on capital of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; and general economic conditions.

Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules or other applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No Profit Forecast

No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast or profit

estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This announcement has been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read the entire Circular, including Part II. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any Ordinary Shares in the Tender Offer. To the extent permitted by applicable law and in accordance with normal UK practice, the Company, N+1 Singer or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Ordinary Shares effected by N+1 Singer acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the AIM Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the 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 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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

Under Rule 8.3(b) of the 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 3.30 pm (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 Takeover 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.

Publication on website and availability of hard copies

A copy of the Circular, together with those documents listed in 'Documents available for inspection', paragraph 18 of Part IV (Additional Information) of the Circular and all information incorporated into the Circular by reference to another source, will be available, subject to certain restrictions relating to persons resident in the United States or any other Restricted Jurisdiction, for inspection on the Company's website www.unitedcarpetsandbeds.com no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website referred to in the Circular are not incorporated into and do not form part of the Circular.

Subject to certain restrictions relating to persons in the United States or any other Restricted Jurisdiction, you may request further hard copies of the Circular, the Tender Form and/or the Form of Proxy, as well as copies of any information incorporated into the Circular by reference to another source, by contacting Neville Registrars on 0121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Tender Offer should be in hard copy form. A hard copy of such documents, announcements and information will not be sent unless so requested in accordance with the above.