Middlewich Limited Offer for Pochin's PLC (4237J)

TIDMPCH

RNS Number : 4237J

Middlewich Limited

12 June 2014

Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

12 June 2014

RECOMMENDED CASH offer by

middlewich LIMITED

FOR

POCHIN'S PLC

Summary

Following the announcement from Pochin's on 9 December 2013 in relation to an approach from James Nicholson and the other members of the Cedric Pochin Concert Party, the Independent Directors and the Middlewich Board are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Pochin's.

The Offer will be made by Middlewich, a newly incorporated company, which has been formed for the specific purpose of enabling the Cedric Pochin Concert Party to make the Offer.

Highlights

-- Under the terms of the Offer, Pochin's Shareholders will be entitled to receive for each Pochin's Share either:

-- Cash Consideration of 45 pence (which the Independent Directors intend unanimously to recommend Pochin's Shareholders to accept); or

-- as an alternative, one non-transferable B Share in the capital of Middlewich (for which the Independent Directors intend unanimously to recommend Pochin's Shareholders not to elect).

-- The Offer, if it were to be satisfied entirely by the Cash Consideration, values the entire issued and to be issued share capital of Pochin's at approximately GBP9.4 million.

   --      The Offer Price represents a premium of approximately:

-- 9.8 per cent. to the Closing Price of 41 pence per Pochin's Share on 6 December 2013 (being the last Business Day prior to the commencement of the Offer Period);

-- 23.3 per cent. to the Closing Price of 36.5 pence per Pochin's Share on 6 June 2014 (being the last Business Day prior to the announcement of an indicative offer price of 45 pence per Pochin's Share); and

-- 7.1 per cent. to the Closing Price of 42 pence per Pochin's Share on 11 June 2014 (being the last Business Day prior to the publication of this announcement).

-- Pochin's is the holding company of a UK-based construction and property investment and development group operating through two divisions, Pochin Construction and Pochin Property, predominantly in the north west of England and north Wales. Pochin Construction is involved in a variety of industrial, educational, retail and commercial construction projects. Pochin Property has a portfolio of commercial property which has been developed and acquired for investment and in addition holds a portfolio of land and property for development.

-- Middlewich is a newly formed company incorporated in England and Wales, formed by James Nicholson (an executive director of Pochin's and a member of the Cedric Pochin Concert Party) for the specific purpose of making the Offer. Following the Offer becoming or being declared unconditional in all respects, the entire issued share capital of Middlewich (save for any B Shares issued to any Pochin's Shareholder, other than the Cedric Pochin Concert Party, who validly elects for the Share Alternative) will be owned by the members of the Cedric Pochin Concert Party. Middlewich has not traded since incorporation, nor has it entered into any obligations other than in connection with the Offer, the financing of the Offer and the Midpoint Arrangements. Further details relating to Middlewich are set out in paragraph 9 of this announcement.

-- Middlewich has entered into arrangements with the MC Fund, the personal Irish Approved Retirement Fund of Michael Chadwick (who is a non-executive director of Pochin's), whereby Middlewich has undertaken, conditional upon the Offer becoming or being declared unconditional in all respects and the cancellation of both the listing of Pochin's Shares on the premium listing segment of the Official List and trading in Pochin's Shares on the main market of the London Stock Exchange, to procure that the relevant members of the Pochin Group sell the Midpoint Portfolio to the Midpoint Portfolio Buyers for an aggregate consideration of GBP11.5 million plus, in certain specified circumstances, a further amount equal to 50 per cent. of the amount (if any) by which the price paid by the Midpoint Portfolio Buyers on their acquisition of the Covanta Property is less than GBP2.3 million. Further details of the Midpoint Arrangements, including in relation to the circumstances in which the aggregate consideration payable by the Midpoint Portfolio Buyers may be adjusted from GBP11.5 million, are set out in paragraph 4 of this announcement.

-- Under the Code, the Panel requires the Midpoint Arrangements, by virtue of the involvement of the MC Fund (and the fact that Michael Chadwick is a Pochin's Shareholder), to be approved on a poll by ordinary resolution of the Independent Shareholders, being the Pochin's Shareholders excluding members of the Cedric Pochin Concert Party, Michael Chadwick, his son Stephen and Quiros, at the Extraordinary General Meeting before such arrangements are able to take effect. The Offer is conditional upon, among other things, such approval being obtained.

-- A committee of the Pochin's Board, comprising the Independent Directors, has been established for the purposes of considering the Offer and making recommendations to Pochin's Shareholders in relation to the Offer. The Independent Directors are Richard Fildes, John Moss, Nigel Rawlings and Nicholas Fry.

-- The Independent Directors, who have been so advised by SPARK, consider the terms of the Offer to be fair and reasonable in respect of the Cash Consideration. In providing its advice to the Independent Directors, SPARK has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Pochin's Shareholders accept the Offer and that Independent Shareholders vote in favour of the Resolution.

-- The Independent Directors, who have been so advised by SPARK, consider that the Share Alternative is less attractive than the Cash Consideration. In providing its advice to the Independent Directors, SPARK has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directorsintend unanimously to recommend that accepting Pochin's Shareholders do not elect for the Share Alternative.

-- The Offer is conditional upon, among other things, (i) the Independent Shareholders passing on a poll at the Extraordinary General Meeting the Resolution to approve the Midpoint Arrangements and (ii) valid acceptances being received in respect of not less than 90 per cent. (or such lower percentage as Middlewich may, subject to the Code, decide) of the Pochin's Shares. Further details of the conditions of the Offer are set out in Appendix I to this announcement.

-- The Cedric Pochin Concert Party (which includes James Nicholson and Sylvia Nicholson who are respectively the property development director and a non-executive director of Pochin's, as well as being directors of Middlewich) is interested in, in aggregate, 8,758,924 Pochin's Shares, representing approximately 42.1 per cent. of the existing issued share capital of Pochin's. The members of the Cedric Pochin Concert Party have irrevocably undertaken to Middlewich to accept or procure the acceptance of the Offer and to elect or procure the making of an election for the Share Alternative in respect of their entire holdings of Pochin's Shares.

-- Middlewich has also received irrevocable undertakings from those Independent Directors who have an interest in Pochin's Shares to accept the Offer, to make no election for the Share Alternative and to vote in favour of the Resolution in respect of their entire holdings totalling 26,500 Pochin's Shares, representing approximately 0.1 per cent. of the existing issued share capital of Pochin's.

-- Middlewich has also received irrevocable undertakings from Michael Chadwick (in relation to all Pochin's Shares beneficially owned by him) and from Quiros (in which company Michael Chadwick has a non-beneficial interest) to accept the Offer and to make no election for the Share Alternative in respect of a total of 5,103,364 Pochin's Shares, representing approximately 24.5 per cent. of the existing issued share capital of Pochin's.

-- In addition, certain other Pochin's Shareholders have given irrevocable undertakings to accept the Offer, to make no election for the Share Alternative and to vote in favour of the Resolution in respect of an aggregate of 2,373,984 Pochin's Shares, representing approximately 11.4 per cent. of the existing issued share capital of Pochin's.

   --      Accordingly Middlewich has received, in aggregate, irrevocable undertakings:

-- to accept the Offer in respect of 16,262,772 Pochin's Shares, representing approximately 78.2 per cent. of the existing issued share capital of Pochin's;

   --              to make no election for the Share Alternative (and therefore to receive solely Cash Consideration) in respect of 7,503,848 Pochin's Shares, representing approximately 36.1  per cent. of the existing issued share capital of Pochin's;

-- to elect for the Share Alternative in respect of 8,758,924 Pochin's Shares, representing approximately 42.1 per cent. of the existing issued share capital of Pochin's; and

-- to vote in favour of the Resolution in respect of 2,400,484 Pochin's Shares, representing approximately 34.6 per cent. of the votes capable of being cast on the Resolution by Independent Shareholders.

-- Further details of the irrevocable undertakings (and the circumstances under which they may lapse) are set out in paragraph 5 of, and in Appendix III to, this announcement.

-- The Cash Consideration payable to Pochin's Shareholders by Middlewich under the terms of the Offer will be funded from the Cedric Pochin Concert Party's existing cash resources. Taking into account the commitments made in the irrevocable undertakings to elect for the Share Alternative, full acceptance of the Offer would result in a maximum cash payment by Middlewich of approximately GBP5.4 million.

Commenting on the Offer, James Nicholson, a member of the Cedric Pochin Concert Party and director of both Middlewich and Pochin's said:

"The completion of the Offer and the sale of the Midpoint Portfolio will put Pochin's on a more secure financial footing, better positioned to take advantage of improving market conditions. In what has proven to be a very difficult trading period in recent years, I've been delighted with the loyalty, passion and commitment shown by all the team at Pochin's and would like to take this opportunity to thank each of them for their efforts. As a family, we look forward to the next stage of development of the business my grandfather founded 80 years ago."

Middlewich will today despatch the Offer Document and, where appropriate, the Form of Acceptance to Pochin's Shareholders and, for information only, to Pochin's Optionholders, together with, in the case of Independent Shareholders, the Form of Proxy.

Enquiries

 
 
   Middlewich Limited                           Tel: 01606 833 
                                                333 
 James Nicholson 
 
 BDO LLP, Financial Adviser to Middlewich     Tel: 020 7486 
                                               5888 
 John Stephan 
 Susan Walker 
 
 Pochin's PLC                                 Tel: 01606 833 
                                               333 
 Richard Fildes, Chairman 
 
 SPARK Advisory Partners Limited, Financial   Tel: 020 3368 
  Adviser to Pochin's                          3550 
 Sean Wyndham-Quin 
 Miriam Greenwood 
 Mark Brady

This summary should be read in conjunction with, and is subject to, the full text of this announcement including the Appendices to this announcement. In particular, the Offer will be subject to the terms and conditions set out in Appendix I to this announcement and to the further terms of the Offer to be set out in the Offer Document and, where appropriate, the Form of Acceptance. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this summary and this announcement. Appendix III includes details of the irrevocable undertakings received by Middlewich from Pochin's Shareholders in respect of their holdings of Pochin's Shares. Appendix IV to this announcement contains definitions of certain expressions used in this summary and in this announcement.

Terms used in this summary have the meaning given to them in the full announcement.

This announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by way of the Offer Document and, in the case of Pochin's Shares in certificated form, the Form of Acceptance, which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Pochin's Shareholders who accept the Offer may only rely on the Offer Document and, where appropriate, the Form of Acceptance for all the terms and the conditions of the Offer. In deciding whether or not to accept the Offer in relation to their Pochin's Shares (and whether or not to make any election for the Share Alternative), Pochin's Shareholders should rely only on the information contained, and procedures described, in the Offer Document and, where appropriate, the Form of Acceptance. Pochin's Shareholders are strongly advised to read the Offer Document which is being posted to them today, which contains important information with respect to the Offer.

Please be aware that addresses, electronic addresses and certain other information provided by Pochin's Shareholders, persons with information rights or any other relevant persons in connection with the receipt of communications from Pochin's may be provided to Middlewich during the Offer Period as required under Section 4 of Appendix 4 to the Code.

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Middlewich, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any person other than Middlewich for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Offer Document and Form of Acceptance. Neither BDO LLP nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO LLP in connection with this announcement, any statement contained herein or otherwise.

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Pochin's, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any person other than Pochin's for providing the protections afforded to the clients of SPARK Advisory Partners Limited or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Offer Document and Form of Acceptance. Neither SPARK Advisory Partners Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SPARK Advisory Partners Limited in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (UK 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Middlewich is a paper offeror for the purposes of the disclosure requirements described above.

Overseas jurisdictions

The Offer will not be made, directly or indirectly, and securities of Pochin's will not be accepted for purchase from or on behalf of any Pochin's Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this announcement.

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Pochin's Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The B Shares have not been, and will not be, listed on any stock exchange or registered under the US Securities Act or under the securities laws of any jurisdiction of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus in relation to the B Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; and no steps have been, or will be, taken to enable the B Shares to be offered in compliance with the applicable securities laws of any state, province, territory or jurisdiction of any Restricted Jurisdiction or any other country or jurisdiction outside the United Kingdom. Accordingly, the B Shares are not being, nor (unless an exemption under relevant securities laws is applicable) can they be, offered, sold, resold or delivered, directly or indirectly, in or into or from any Restricted Jurisdiction or to, or for the account or benefit of, any US person (as defined in the US Securities Act) or any resident, citizen or national of any Restricted Jurisdiction.

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to (among other things) the financial condition, results of operations and business of the Pochin Group and certain plans and objectives of the Middlewich Directors. These forward-looking statements, without limitation, 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", "targets", "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 Middlewich Directors and, as appropriate, the Pochin's Directors, 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 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, which are not guarantees of future performance.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Pochin's and Middlewich assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Pochin's or Middlewich except where expressly stated.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Middlewich confirms that on 12 June 2014 it has one A ordinary share of 25 pence in issue.

In accordance with Rule 2.10 of the Code, Pochin's confirms that on 12 June 2014 it has 20,800,000 ordinary shares of 25 pence each in issue and admitted to trading on the main market of the London Stock Exchange with ISIN GB0006926017.

Publication on websites

Copies of this announcement, the irrevocable undertakings and the Offer Document will be available for inspection free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Middlewich's website at www.middlewichlimited.co.uk and Pochin's website at www.pochins.plc.uk by no later than 12 noon on 13 June 2014 and will remain so available during the course of the Offer.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement or the Offer Document.

12 June 2014

RECOMMENDED CASH offer by

Middlewich LIMITED

FOR

POCHIN'S PLC

1. Introduction

In view of their being members of the Cedric Pochin Concert Party, James Nicholson and Sylvia Nicholson (respectively the property development director and a non-executive director of Pochin's) are regarded as having a conflict of interest in relation to the Offer. In view of his interest in the Midpoint Arrangements described in paragraph 4 below, Michael Chadwick (a non-executive director of Pochin's) is also regarded as having a conflict of interest in relation to the Offer. Accordingly, the committee of the Pochin's Board which has been established for the purposes of considering the Offer, and making recommendations to Pochin's Shareholders in relation to the Offer, comprises the four Independent Directors, namely Richard Fildes (chairman), John Moss (chief executive officer), Nigel Rawlings (finance director) and Nicholas Fry (non-executive director).

2. The Offer

Cash Consideration

The Offer, which will be subject to the terms and conditions set out in Appendix I to this announcement, and to the further terms to be set out in the Offer Document and, if applicable, the Form of Acceptance, will be made on the following basis:

   for each Pochin's Share                                    45 pence in cash

The Offer, if it were to be satisfied entirely by the Cash Consideration, values the entire issued and to be issued share capital of Pochin's at approximately GBP9.4 million.

The Offer Price represents a premium of approximately:

-- 9.8 per cent. to the Closing Price of 41 pence per Pochin's Share on 6 December 2013 (being the last Business Day prior to the commencement of the Offer Period);

-- 7.1 per cent. to the Closing Price of 42 pence per Pochin's Share on 11 June 2014 (being the last Business Day prior to the publication of this announcement).

The Share Alternative

As an alternative to the Cash Consideration to which they would otherwise be entitled under the Offer, accepting Pochin's Shareholders (other than certain Overseas Shareholders) will be able to elect (in whole or in part) to receive B Shares to be issued by Middlewich on the following basis:

                     For each Pochin's Share                              One B Share

The B Shares will be issued by Middlewich in certificated form, credited as fully paid. The rights of the B Shares are governed by the Middlewich Articles. No application has been or will be made for the B Shares to be admitted to listing or trading on any stock exchange. Middlewich has no shares admitted to listing or trading on any stock exchange and it is not intended that any application for such an admission will be made.

The issue of B Shares pursuant to any valid elections for the Share Alternative is conditional upon the Offer becoming or being declared unconditional in all respects. Taking into account the commitments made in the irrevocable undertakings described in paragraph 5 below to make or procure the making of no election for the Share Alternative, the maximum number of B Shares that may be issued pursuant to the Offer will be 13,296,152. Taking into account the commitments made in such irrevocable undertakings to elect or to procure the making of an election for the Share Alternative, the minimum number of B Shares that may be issued pursuant to the Offer will be 8,758,924. The total number of B Shares issued in connection with the Offer will be detailed in the first audited financial statements of Middlewich. Further details of the possible resultant shareholding structure of Middlewich will be set out in the Offer Document. Further information on the B Shares is set out in paragraph 13 below.

BDO has provided an independent estimate to the Middlewich Board of the value of a B Share. BDO has advised that, if on the Latest Practicable Date the Offer had become, or been declared, unconditional in all respects and assuming, among other things, that B Shares will be issued pursuant to the Share Alternative only to those Pochin's Shareholders who have committed under the irrevocable undertakings to elect or to procure the making of an election for the Share Alternative, it estimates that the value of a B Share would be approximately 25 pence. The further assumptions upon which this estimate of value is based will be set out in BDO's valuation letter to the Middlewich Board, a copy of which will be included in the Offer Document.

Other

The Offer will be conditional upon, among other things, (i) the Independent Shareholders passing on a poll at the Extraordinary General Meeting the Resolution to approve the Midpoint Arrangements and (ii) valid acceptances being received in respect of not less than 90 per cent. (or such lower percentage as Middlewich may, subject to the Code, decide) of the Pochin's Shares. Further details of the conditions to which the Offer will be subject are set out in Appendix I to this announcement.

The Offer will extend to all ordinary shares of 25 pence each in Pochin's which are unconditionally allotted or issued fully paid (or credited as fully paid) on the date on which the Offer is made and to any such shares which are unconditionally allotted or issued fully paid (or credited as fully paid) after such date but before the date on which the Offer ceases to be open for acceptance (or such earlier date as Middlewich may, subject to the Code, decide).

The Pochin's Shares will be acquired by Middlewich pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other interest of any nature whatsoever and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

3. The Recommendation

The Independent Directors, who have been so advised by SPARK, consider the terms of the Offer to be fair and reasonable in respect of the Cash Consideration. In providing its advice to the Independent Directors, SPARK has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Pochin's Shareholders accept the Offer.

Those Independent Directors who have an interest in Pochin's Shares have irrevocably undertaken toMiddlewich to accept the Offer and to elect for the Cash Consideration in respect of their entire holdings totalling 26,500 Pochin's Shares, representing approximately 0.1 per cent. of the existing issued share capital of Pochin's.

Any Pochin's Shareholder considering electing for the Share Alternative (either in whole or in part) is advised to consider carefully, among other things, the following factors and to consult with his or her or its own appropriately authorised independent financial adviser before so electing:

   --        the B Shares do not carry any voting rights;

-- no application is being made for the B Shares to be quoted or traded on any stock exchange;

-- the B Shares will not be transferable (save, upon death, by way of transfer to a family member) and, accordingly, it will not be possible to sell them;

-- the B Shares carry no right to be redeemed (other than upon a sale of the share capital of Middlewich which results in a change of control, when each B Share will be redeemed at a sum equal to the B Share nominal value plus any premium ascribed to it at the date of its issue);

-- whether any dividend is paid on the B Shares will be at the discretion of the Middlewich Board; and

-- Middlewich is not required to have a governance regime (including independent directors or audit and remuneration committees) of the type which has been adopted by Pochin's as a company with securities traded on the main market of the London Stock Exchange.

The Independent Directors have noted BDO's valuation of a B Share, which is significantly less than the value of the Cash Consideration, and have considered the factors set out above and believe that the Share Alternative is less attractive than the Cash Consideration.

Accordingly, the Independent Directors, who have been so advised by SPARK, intend unanimously to recommend that accepting Pochin's Shareholders do not elect for the Share Alternative. In providing its advice to the Independent Directors, SPARK has taken into account the commercial assessments of the Independent Directors.

4. The Midpoint Arrangements

Middlewich has entered into arrangements with the MC Fund, the personal Irish Approved Retirement Fund of Michael Chadwick (who is a non-executive director of Pochin's), in relation to a potential transaction, to be effected following the successful conclusion of the Offer (and the delisting of Pochin's), involving various premises owned by the Pochin Group at Midpoint 18 Phase 1, Middlewich, Cheshire. In order to implement the Midpoint Arrangements, Middlewich has entered into the Midpoint Portfolio Agreement, whereby Middlewich has undertaken, conditional upon the Offer becoming or being declared unconditional in all respects and the cancellation of both the listing of Pochin's Shares on the premium listing segment of the Official List and trading in Pochin's Shares on the London Stock Exchange's main market for listed securities, to procure that the relevant members of the Pochin Group (of which Middlewich will, at the time when such conditions are satisfied, be the holding company):-

(i) sell the Midpoint Portfolio to the Midpoint Portfolio Buyers (which are companies of which Michael Chadwick is, through the MC Fund, the ultimate beneficial owner) upon the terms of property contracts which are in agreed form between Middlewich and the Midpoint Portfolio Buyers for the purposes of the Midpoint Portfolio Agreement ("Property Contracts"); and

(ii) enter into a memorandum of understanding with the Midpoint Portfolio Buyers, which is again in agreed form between Middlewich and the Midpoint Portfolio Buyers, relating to the Midpoint Portfolio ("Memorandum of Understanding").

A commitment fee of GBP2 million has been paid by the Midpoint Portfolio Buyers into the account of Middlewich's solicitors. This fee will be utilised in part-settlement of the consideration payable upon completion of the sale of the Midpoint Portfolio and will in any event be payable to Middlewich in the circumstance that the conditions to the Midpoint Portfolio Agreement are satisfied but exchange of any of the Property Contracts, or of the Memorandum of Understanding, does not take place due to the failure of either of the Midpoint Portfolio Buyers to comply with its obligations under the Midpoint Portfolio Agreement.

The aggregate consideration payable by the Midpoint Portfolio Buyers for the Midpoint Portfolio will be GBP11.5 million plus, in certain specified circumstances, a further amount equal to 50 per cent. of the amount (if any) by which the price paid by the Midpoint Portfolio Buyers on their acquisition of the Covanta Property is less than GBP2.3 million. Such further amount is payable only in the event that the Midpoint Portfolio Buyers acquire the Covanta Property prior to 11 December 2014 and if the Unit 7 Property ceases to form part of the Midpoint Portfolio, as described below.

In the event that the Group exchanges contracts to sell the Unit 7 Property, for a consideration of GBP485,000, prior to the first date upon which the conditions to the Midpoint Portfolio Agreement are satisfied, the Unit 7 Property will cease to form part of the Midpoint Portfolio and the consideration payable by the Midpoint Portfolio Buyers for the Midpoint Portfolio (as so adjusted) will reduce by GBP478,000.

If the Midpoint Portfolio Agreement is completed, Middlewich intends that the substantial majority of the proceeds of sale received by the Pochin Group will be used to reduce the Group's debt, resulting in a business with substantially reduced net debt and an improved gearing position.

The material terms of the Property Contracts (upon which the Midpoint Portfolio will, upon completion of the Midpoint Portfolio Agreement, be sold) and of the Memorandum of Understanding, will be set out in the Offer Document.

In addition to being interested in the MC Fund (and therefore in the Midpoint Portfolio Buyers), Michael Chadwick is a Pochin's Shareholder. Accordingly, because of the fact that, under the Midpoint Arrangements, the Midpoint Portfolio Buyers will (if the Midpoint Portfolio Agreement completes) acquire the Midpoint Portfolio on a basis which is not being made available to Pochin's Shareholders generally, the Panel requires, in accordance with Rule 16.1 of the Code, that the Midpoint Arrangements be approved, by ordinary resolution on a poll at a general meeting of Independent Shareholders, before such arrangements are able to take effect. The Offer is conditional upon such approval being obtained.

Accordingly, an Extraordinary General Meeting of Pochin's will be convened, at which the Resolution to approve the Midpoint Arrangements will be proposed. In accordance with the requirements of the Code, only Independent Shareholders will be entitled to vote on the Resolution at the Extraordinary General Meeting. Notice of the Extraordinary General Meeting will be set out in the Offer Document.

Due to their interest in Middlewich, the members of the Cedric Pochin Concert Party are not treated as Independent Shareholders for the purposes of the Code and so will not be entitled to vote on the Resolution. In addition, because of Michael Chadwick's interest in the MC Fund (and therefore in the Midpoint Portfolio Buyers), neither he nor his son, Stephen, nor Quiros (in which company he has a non-beneficial interest), each of whom is in any event deemed for the purposes of the Code to be acting in concert with the Cedric Pochin Concert Party, is an Independent Shareholder for this purpose, with the result that neither Michael Chadwick, nor his son, Stephen, nor Quiros will be able to vote on the Resolution.

Middlewich has received irrevocable undertakings from Independent Shareholders to vote in favour of the Resolution in respect of a total of 2,400,484 Pochin's Shares, representing approximately 34.6 per cent. of the votes capable of being cast on the Resolution by Independent Shareholders.

SPARK has advised the Independent Directors that the terms of the proposed sale of the Midpoint Portfolio to the Midpoint Portfolio Buyers are fair and reasonable in so far as the Independent Shareholders are concerned. In providing its advice to the Independent Directors, SPARK has taken into account the commercial assessments of the Independent Directors. Accordingly the Independent Directors intend unanimously to recommend that Independent Shareholders vote in favour of the Resolution at the Extraordinary General Meeting.

5. Irrevocable undertakings

Middlewich has received various irrevocable undertakings in relation to the Offer, as follows:

-- the Cedric Pochin Concert Party (including James Nicholson and Sylvia Nicholson who are respectively the property development director and a non-executive director of Pochin's, as well as being directors of Middlewich) is interested in, in aggregate, 8,758,924 Pochin's Shares, representing approximately 42.1 per cent. of the existing issued share capital of Pochin's. The members of the Cedric Pochin Concert Party have irrevocably undertaken to Middlewich to accept or procure the acceptance of the Offer and to elect or procure the making of an election for the Share Alternative in respect of their entire holdings of Pochin's Shares;

-- in addition certain other Pochin's Shareholders have given irrevocable undertakings to accept the Offer, to make no election for the Share Alternative and to vote in favour of the Resolution in respect of, in aggregate, 2,373,984 Pochin's Shares, representing approximately 11.4 per cent. of the existing issued share capital of Pochin's.

Accordingly Middlewich has received, in aggregate, irrevocable undertakings:

-- to accept the Offer in respect of 16,262,772 Pochin's Shares, representing approximately 78.2 per cent. of the existing issued share capital of Pochin's;

-- to make no election for the Share Alternative (and therefore to receive solely Cash Consideration) in respect of 7,503,848 Pochin's Shares, representing approximately 36.1 per cent. of the existing issued share capital of Pochin's;

-- to elect for the Share Alternative in respect of 8,758,924 Pochin's Shares, representing approximately 42.1 per cent. of the existing issued share capital of Pochin's; and

All of these irrevocable undertakings will cease to be binding only in the event that the Offer is withdrawn or lapses or if the Offer Document is not posted to Pochin's Shareholders within 28 days of the date of this announcement.

Further details of the irrevocable undertakings are set out in Appendix III to this announcement and will be set out in the Offer Document.

6. Background to and reasons for recommending the Offer

In assessing the Offer, the Independent Directors have had regard principally to the following factors:

-- Pochin's has significant leverage and is exposed to refinancing risk. Pochin's facilities with The Royal Bank of Scotland plc currently sit within the Global Restructuring Group, a division which manages clients of the bank who have experienced financial difficulties. These facilities expire in October 2014 and there can be no certainty that Pochin's will be able to refinance them;

-- Pochin's has a significant pension scheme deficit which may continue to have a detrimental effect on Pochin's share price;

-- Pochin's is exposed to both the construction and commercial property sectors. Neither sector has performed well since the global financial crisis in 2008. Whilst the outlook is improving, it is still subject to considerable uncertainty;

-- Pochin's has not paid a dividend for a number of years and is unlikely to do so in the short to medium term;

-- the Pochin's share price has traded for some time at a significant discount to the underlying net asset value of the business due, in part, to the reasons set out above. The lack of liquidity in Pochin's Shares means there can be no guarantee that Pochin's Shareholders will be able to sell their entire shareholdings in Pochin's in the market, should they wish to do so, at a price of 45 pence or better, in the short to medium term; and

-- the Offer Price is at a significant premium to the Pochin's share price prior to the announcement of an indicative offer price of 45 pence per Pochin's Share and provides Pochin's Shareholders with an opportunity to dispose of their entire holdings.

The Independent Directors have considered the Offer and the effect of the Offer on the employees and business of the Pochin Group. Having taken advice from SPARK, they intend unanimously to recommend Pochin's Shareholders to accept the Offer in respect of the Cash Consideration because it offers them an opportunity to dispose of all of their holdings for cash at a significant premium to the share price prior to the announcement of an indicative offer price of 45 pence per Pochin's Share and is, in the opinion of the Independent Directors, fair and reasonable in the context of the Pochin Group's financial position and performance. In providing its advice to the Independent Directors, SPARK has taken into account the commercial assessments of the Independent Directors.

Following the Offer becoming or being declared unconditional in all respects, Richard Fildes will continue as non-executive chairman, Sylvia Nicholson will continue as a non-executive director and Nigel Rawlings and James Nicholson will continue as executive directors of Pochin's, while Nicholas Fry will resign as a non-executive director. John Moss has indicated that he will retire if the Offer becomes or is declared unconditional in all respects. Michael Chadwick will resign as a non-executive director of Pochin's immediately following the execution of the Property Contracts and the Memorandum of Understanding (all of which are required to be entered into following the Midpoint Portfolio Agreement becoming unconditional). Otherwise, it is intended that the Pochin Group will continue to operate in much the same way as it does at present. Further details are set out in paragraph 10 below.

7. Information on Pochin's

Pochin's is the holding company of a UK-based construction and property investment and development group, operating through two divisions, Pochin Construction and Pochin Property, predominantly in the north west of England and north Wales.

Pochin Construction is involved in a variety of industrial, educational, retail and commercial construction projects. Pochin Property has a portfolio of commercial property which has been developed and acquired for investment and in addition holds a portfolio of land and property for development.

The most recent audited accounts of the Pochin Group were prepared for the year ended 31 May 2013. These show revenues of GBP78.0 million (2012: GBP71.6 million), a loss before tax of GBP7.0 million (2012: loss GBP3.1 million) and net assets of GBP12.5 million (2012: GBP19.2 million). Pochin's unaudited interim results for the six months to 30 November 2013 showed revenues of GBP38.4 million, profit before tax of GBP0.3 million and net assets of GBP12.6 million. Net debt at 30 November 2013 was GBP26.0 million, up from GBP24.0 million at 31 May 2013.

8. Current trading and prospects of Pochin's

On 29 January 2014, Pochin's released its statement of half year results for the six month period ended 30 November 2013. In that statement Richard Fildes, Pochin's chairman, commented:

"Results

The results for the 6 months ended 30 November 2013 show a profit after tax of GBP0.29 million (2012: GBP0.27 million which included a loss on discontinued activities of GBP0.23 million). No interim dividend is being proposed by the Board.

Construction

During the period the division maintained turnover and achieved profitability in line with that for the comparable period last year. Immediately after the period end activity levels fell temporarily but they have now returned to normal following the commencement of replacement work. Forward orders remain at a satisfactory level.

Property

Occupancy levels in the division's investment portfolio remain high. The division continues to pursue non-speculative development opportunities and in this connection work is progressing on the development of the Altrincham Hospital scheme for the Central Manchester University Hospital Foundation Trust.

Group

At the period end the Group experienced higher than normal borrowings albeit within the agreed bank facilities. These have since returned to more usual levels, partly as a result of receipts from completed construction contracts, and partly from two property disposals which were achieved before the end of the calendar year."

Then, on 23 April 2014, Pochin's released its interim management statement. In that statement Pochin's said:

"As reported in the Group's half year report for the six months to 30 November 2013, the Group's construction division experienced a fall in activity levels at the turn of the calendar year however this has been offset by the commencement of replacement work. The Group's property division is performing satisfactorily in both its investment and development activities."

Whilst these statements remain accurate, the replacement work in the construction business described above has been progressing more slowly than previously anticipated.

The Pochin Group's net debt reduced from GBP26.0 million on 30 November 2013 to GBP21.1 million on 31 May 2014, largely as a result of a land sale and a property sale (at just above book value) that enabled the Pochin Group to repay its facilities with Nationwide Building Society.

Some GBP2.4 million due to the Pochin Group currently remains unpaid in respect of a construction project completed by Pochin Construction in January 2013. An adjudication is in progress currently to evaluate contract variations. Pochin's has been advised that Pochin Construction's claim is robust. Given the ongoing adjudication process, however, there can be no certainty as to the amount that will be recovered by the Pochin Group nor as to the timing of any recovery.

In connection with a development site in Birkenhead which was acquired by the Pochin Group in 2010, the Group has an obligation, in accordance with the relevant development agreement entered into with Wirral Borough Council ("Council"), to discharge the compensation which the Council will be required to pay to B&M Bargains Limited in relation to forced relocation arising out of the Council's exercise of compulsory purchase powers in respect of that development site. In June 2012 B&M Bargains Limited submitted a compensation claim amounting to GBP1.3 million. The computation of this claim has been challenged by the Group and its advisers, but Pochin's has nevertheless made in its financial statements for the six months ended 30 November 2013 what the Pochin's Directors believe to be a conservative provision in respect of this claim in the sum of GBP1 million.

In March 2014, B&M Bargains Limited submitted a revised compensation claim amounting to GBP3.7 million, which the Pochin's Directors, having taken appropriate professional advice, consider to be significantly overstated.

Other than as set out above, there has been no significant change to the financial or trading position of Pochin's since 30 November 2013.

9. Information on Middlewich

The Offer will be made by Middlewich, a newly incorporated company formed by James Nicholson (the property development director of Pochin's) for the specific purpose of enabling the Cedric Pochin Concert Party to make the Offer. James Nicholson is currently the sole shareholder of Middlewich. Following the Offer becoming or being declared unconditional in all respects, the entire issued share capital of Middlewich (save for any B Shares issued to any Pochin's Shareholder, other than the Cedric Pochin Concert Party, who validly elects for the Share Alternative) will be owned by the members of the Cedric Pochin Concert Party. Middlewich has not traded since incorporation nor has it entered into any obligations other than in connection with the Offer, the financing of the Offer and the Midpoint Arrangements.

James Nicholson, Sylvia Nicholson, Robert Nicholson and Catherine Tuck (each of whom is a member of the Cedric Pochin Concert Party) are the directors of Middlewich.

The business of Pochin's (including its assets and profits) after the Offer becomes, or is declared, unconditional in all respects will not differ materially from the current business, save for a reduction in bank debt, in rental income and in interest expense as a consequence of the sale of the Midpoint Portfolio and a reduction in the costs associated with being a listed company.

Immediately after the Offer becomes or is declared unconditional in all respects, the shareholders of Middlewich will be the members of the Cedric Pochin Concert Party (including James Nicholson and Sylvia Nicholson), who will hold the A Shares, B Shares and Preference Shares, together with any other Pochin's Shareholders who validly elect for the Share Alternative, who will hold B Shares.

Further information on Middlewich will be contained in the Offer Document.

10. Management, Employees and locations

The Middlewich Directors have indicated to the Independent Directors that the skills, knowledge and expertise of Pochin's employee workforce are valued and have given the Independent Directors assurances that the employment rights of all the Pochin Group employees will be fully safeguarded. Other than the sale of the Midpoint Portfolio pursuant to the Midpoint Arrangements, the Middlewich Directors have no current intention to change Pochin's strategic direction, or the location of Pochin's operations, to redeploy any of Pochin's fixed assets or to effect a material change to the operations of the business or in any conditions of employment.

Following completion of the Offer, the Middlewich Directors intend to establish management incentive arrangements with the objective of aligning management and shareholder objectives, so as to enhance the performance of the Enlarged Group. No discussions have taken place at the date of this announcement, and no decisions have been made, as to the form and structure of these arrangements.

Following the Offer becoming or being declared unconditional in all respects, Richard Fildes will continue as non-executive chairman and Sylvia Nicholson as a non-executive director of Pochin's, while Nicholas Fry will resign as a non-executive director. Michael Chadwick will resign as a non-executive director of Pochin's immediately following the execution of the Property Contracts and the Memorandum of Understanding (all of which are required to be entered into following the Midpoint Portfolio Agreement becoming unconditional). John Moss has indicated that he will retire in the event that the Offer becomes or is declared unconditional in all respects, but the remainder of the Pochin Group's executive management team (including James Nicholson and Nigel Rawlings) will remain in their current roles.

In addition to the reduction in costs associated with the Pochin's Board changes referred to above, it is expected that certain other overheads linked to Pochin's listing on the London Stock Exchange will be reduced. Otherwise, the Middlewich Directors intend that the Enlarged Group will continue to operate in much the same way as the Pochin Group operates at present, but on a more secure financial footing as a result of the implementation of the Midpoint Arrangements.

Other than the Midpoint Arrangements, no arrangements with any Pochin's Shareholder have been proposed by Middlewich, or any person acting in concert with Middlewich, in circumstances where such arrangements are not being extended to all Pochin's Shareholders. No management incentivisation arrangements (within the meaning of Rule 16.2 of the Code) have been proposed or discussed by Middlewich, or any person acting in concert with Middlewich, with any member of Pochin's management team.

11. Pochin's Share Option Schemes

The Offer will extend to any ordinary shares of 25p each in Pochin's which are unconditionally allotted or issued fully paid pursuant to the exercise of options under the Pochin's Share Option Schemes prior to the date upon which the Offer ceases to be open for acceptance (or such earlier date as Middlewich may, subject to the Code, decide).

Pochin's Optionholders will be contacted separately regarding the effect of the Offer on their rights under the Pochin's Share Option Schemes and appropriate proposals in accordance with Rule 15 of the City Code will be made by Middlewich to such optionholders in due course.

12. Financing of the Offer in respect of the Cash Consideration

BDO as financial adviser to Middlewich is satisfied that resources are available to Middlewich sufficient to satisfy full acceptance of the Offer.

The Cash Consideration payable under the Offer will be funded from the existing cash resources of the Cedric Pochin Concert Party.

The Offer, if it were to be satisfied entirely by the Cash Consideration, values the entire issued share capital of Pochin's at approximately GBP9.4 million.

As noted in paragraph 5 of this announcement, the members of the Cedric Pochin Concert Party have given irrevocable undertakings to elect or to procure the making of an election for the Share Alternative in respect of their entire holdings of Pochin's Shares. Taking this into account, the maximum Cash Consideration payable by Middlewich under the terms of the Offer is approximately GBP5.4 million.

13. Information on the B Shares

Any Pochin's Shareholders validly accepting the Offer and electing for the Share Alternative (including those persons who have provided irrevocable undertakings to do so) will, following the Offer becoming or being declared unconditional in all respects, receive B Shares, credited as fully paid.

The B Shares are (save upon death when they are transferable to a family member) non-transferable B preferred shares in Middlewich carrying no voting rights and the holders of the B Shares will be entitled to receive dividends and other distributions solely at the discretion of the Middlewich Board.

On a sale of the majority of the assets of, or on liquidation of, Middlewich, the holders of the B Shares will rank behind the Preference Shares but will, in priority to the holders of the A Shares, receive in respect of each B Share held a sum equivalent to the B Share nominal value plus any premium ascribed to it at the date of its issue,subject to the assets available. Thereafter any further assets will be distributed to the holders of the A Shares.

On a sale of the share capital of Middlewich which results in a change of control, each B Share will be redeemed at a sum equal to the B Share nominal value plus any premium ascribed to it at the date of its issue.

Further details of the B Shares will be set out in the Offer Document.

14. Pochin's Shareholdings of persons acting in concert with Middlewich

James Nicholson and the other members of the Cedric Pochin Concert Party disclosed the information required under Rule 8.1(a) of the Code on 23 December 2013. Further to this disclosure, as from the making of this announcement Michael Chadwick (who owns 70,000 Pochin's Shares, representing approximately 0.3 per cent. of the existing issued share capital of Pochin's), his son Stephen (who owns 6,800 Pochin's Shares, representing approximately 0.03 per cent. of the existing issued share capital of Pochin's) and Quiros (which owns 5,033,364 Pochin's Shares, representing approximately 24.2 per cent. of the existing issued share capital of Pochin's) are deemed for the purposes of the City Code to be acting in concert with the Cedric Pochin Concert Party.

15. Shareholdings of persons acting in concert with Pochin's

The following directors of Pochin's, who are deemed for the purposes of the City Code to be acting in concert with Pochin's, have no holdings of, or other interests in, Middlewich Shares. Their respective holdings of Pochin's Shares, and the percentages of Pochin's existing issued share capital represented by such holdings, are:

 
                   Number of Pochin's      Percentage of 
                         Shares             issued share 
                                         capital of Pochin's 
 Richard Fildes                 6,500                   0.03 
 John Moss                     10,000                   0.05 
 Nigel Rawlings                   nil                    nil 
 Nicholas Fry                  10,000                   0.05

16. Cancellation of listing, re-registration and compulsory acquisition

Following the Offer becoming or being declared unconditional in all respects, Middlewich intends as soon as practicable to procure that Pochin's makes applications to the UK Listing Authority for the cancellation of the listing of Pochin's Shares on the premium listing segment of the Official List and to the London Stock Exchange for the cancellation of trading in Pochin's Shares on the main market of the London Stock Exchange. It is anticipated that such cancellation of listing and trading will take effect no earlier than twenty Business Days after the Offer has become or been declared unconditional in all respects. Middlewich also intends that, following such cancellation of listing and trading, Pochin's will be re-registered as a private company.

If the Offer becomes or is declared unconditional in all respects, and sufficient acceptances are received and/or sufficient Pochin's Shares are otherwise acquired, Middlewich intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Act to acquire compulsorily, on the same terms as the Offer, any outstanding Pochin's Shares.

17. Overseas Shareholders

18. Documents on display

Copies of the following documents will be made available at Middlewich's website www.middlewichlimited.co.uk and Pochin's website www.pochins.plc.uk by no later than 12 noon on 13 June 2014 and will remain so available during the course of the Offer:

1. the irrevocable undertakings;

2. this announcement; and

3. the Offer Document.

19. General

The Offer Document will today be posted to Pochin's Shareholders. The conditions to the Offer are set out in Appendix I to this announcement and will also be set out, together with the further terms of the Offer, in the Offer Document.

This announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by way of the Offer Document and, in the case of certificated Pochin's Shares, the Form of Acceptance, which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Pochin's Shareholders who accept the Offer may only rely on the Offer Document and, where appropriate, the Form of Acceptance for all the terms and the conditions of the Offer. In deciding whether or not to accept the Offer in relation to their Pochin's Shares (and whether or not to make any election for the Share Alternative), Pochin's Shareholders should rely only on the information contained, and procedures described, in the Offer Document and, if applicable, the Form of Acceptance. Pochin's Shareholders are strongly advised to read the Offer Document, which will contain important information with respect to the Offer.

SPARK Advisory Partners Limited and BDO LLP have given their respective written consents to the release of this announcement containing references to their respective names in the form and context in which they appear.

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Pochin's, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any person other than Pochin's for providing the protections afforded to the clients of SPARK Advisory Partners Limited or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Offer Document and Form of Acceptance. Neither SPARK Advisory Partners Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) to any person who is not a client of SPARK Advisory Partners Limited in connection with this announcement, any statement contained herein or otherwise.

The Middlewich Directors accept responsibility for the information contained in this announcement, save for the information for which the Independent Directors and the Pochin's Directors accept responsibility in accordance with the following paragraphs. To the best of the knowledge and belief of the Middlewich Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Independent Directors accept responsibility for the recommendation of the Offer and for the contents of this announcement relating to the background to and reasons for the recommendation of the Offer. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Pochin's Directors accept responsibility for the information contained in this announcement relating to Pochin's and the Pochin Group, themselves and their immediate families, related trusts and connected persons (other than for the recommendation of the Offer by the Independent Directors and for the contents of this announcement relating to the background to and reasons for the recommendation of the Offer by the Independent Directors, for which the Independent Directors alone accept responsibility). To the best of the knowledge and belief of the Pochin's Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward looking statements

This announcement contains certain forward-looking statements with respect to (among other things) the financial condition, results of operations and business of the Pochin Group and certain plans and objectives of the Middlewich Directors. These forward-looking statements, without limitation, 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", "targets", "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 Middlewich Directors or, as the case may be the Pochin's Directors 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, 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, which are not guarantees of future performance.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement does not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Pochin's or Middlewich except where expressly stated.

Disclosure of Dealings

The attention of Pochin's Shareholders is drawn to the fact that under the Code there are certain dealing disclosure requirements in respect of relevant securities during the Offer Period, which commenced at 5.15 p.m. on 9 December 2013 when Pochin's announced that it had received an approach from James Nicholson and the other members of the Cedric Pochin Concert Party.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (London time) on the business day following the date of the relevant dealing.

Middlewich is a paper offeror for the purposes of the disclosure requirements described above.

APPENDIX I

Conditions of the Offer

The Offer is subject to the following conditions:

(i) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Middlewich may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. in nominal value of the Pochin's Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those Pochin's Shares (or, in either case, such lesser percentage as Middlewich may decide), provided that this condition will not be satisfied unless Middlewich has acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or indirectly, Pochin's Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Pochin's on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise). In this condition:

(a) the expression "Pochin's Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Act;

(b) Pochin's Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on issue; and

(c) valid acceptances shall be deemed to have been received in respect of Pochin's Shares that Middlewich shall pursuant to section 979(8) and, if applicable, section 979(9) of the Act be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

(ii) the passing by the requisite majority of Independent Shareholders at the Extraordinary General Meeting (or at any adjournment thereof) of the Resolution to approve and implement the arrangements between Middlewich and the MC Fund or such other resolutions as may be required by the Panel to approve the Midpoint Arrangements;

(iii) no Relevant Authority having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done anything, and there not being outstanding any statute, legislation or order, that would or might reasonably be expected to (in any case to an extent which is material in the context of the Pochin Group or Middlewich, as the case may be):

(a) directly or indirectly restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to or otherwise interfere with the implementation of the Offer or the acquisition of any Pochin's Shares by Middlewich or any matters arising therefrom or require amendment to the terms of the Offer;

(b) result in a limit or delay in the ability of Middlewich, or render Middlewich unable, to acquire some or all of the Pochin's Shares;

(c) require, prevent, delay or affect the divestiture by Middlewich or any member of the Pochin Group of all or any portion of their respective businesses, assets or property or of any Pochin's Shares or other securities in Pochin's or impose any limitation on the ability of either of them to conduct their respective businesses or own their respective assets or properties or any part thereof;

(d) impose any limitation on the ability of Middlewich to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Pochin's Shares (whether acquired pursuant to the Offer or otherwise) or to exercise voting or management control over any member of the Pochin Group;

(e) make the Offer or its implementation or the proposed acquisition of Pochin's or of any Pochin's Shares or any other shares or securities in, or control of, Pochin's, illegal, void or unenforceable in or under the laws of any jurisdiction; or

(f) otherwise adversely affect any or all of the businesses, assets, prospects or profits of Middlewich or the Pochin Group or the exercise of rights of shares in Pochin's, which is material in the context of the Enlarged Group,

and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;

(iv) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals ("Authorisations"), in any applicable jurisdiction, reasonably considered necessary or appropriate by Middlewich for or in respect of the Offer, or the carrying on of the business of any member of the Pochin Group or Middlewich, being obtained in terms reasonably satisfactory to Middlewich from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Pochin Group or Middlewich has entered into contractual arrangements (in each case where the absence of such Authorisation would have a material adverse effect on the Enlarged Group) and such Authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the acquisition of any Pochin's Shares or any matters arising therefrom having been complied with;

(v) since 30 November 2013 (being Pochin's' last interim results date) and save as announced publicly via a Regulatory Information Service or otherwise fairly disclosed in writing to Middlewich by or on behalf of Pochin's on or prior to the Latest Practicable Date, no member of the Pochin Group having:

(a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital, save pursuant to the Pochin's Share Option Schemes;

(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution;

   (c)        authorised or proposed or announced any change in its share or loan capital;

(d) issued or authorised or proposed the issue of any debentures or (other than by operation of any rate of interest applying to such indebtedness or liability, or in the ordinary course of business) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Pochin Group;

(e) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or is otherwise than in the ordinary course of business or could reasonably be regarded as materially restricting the business of the Pochin Group or Middlewich or authorised, proposed or announced any intention to do so;

(f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be materially restrictive on the business of any member of the Pochin Group and which in any case is material in the context of the Pochin Group taken as a whole;

(g) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Pochin Group save as agreed by Middlewich or which is required pursuant to the implementation of the Offer;

(h) terminated or varied the terms of any agreement or arrangement between any member of the Pochin Group and any other person in a manner which would have a material adverse effect on the financial position of the Pochin Group taken as a whole;

(i) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, in each case which is material in the context of the Pochin Group taken as a whole;

(j) entered into any licence or other disposal of intellectual property rights of any member of the Pochin Group which are material in the context of the Pochin Group and outside the normal course of business;

(k) entered into, or varied to a material extent the terms of, any contract or agreement with any of the directors;

(l) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Pochin Group taken as a whole;

(m) waived or compromised any claim other than in the ordinary course of business which is material in the context of the Pochin Group taken as a whole;

(n) made any material amendment to its memorandum or articles of association or other incorporation documents;

(o) been unable or admitted 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;

(p) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, joint venture, demerger, reconstruction, amalgamation, scheme, commitment, partnership or acquisition or disposal of assets or shares or loan capital (or equivalent thereof) in any undertaking or undertakings;

(q) entered into any contract, commitment or agreement or passed any resolutions with respect to any of the transactions, matters or events referred to in this condition (v);

(vi) since 30 November 2013 (being Pochin's' last interim results date) and save as announced publicly via a Regulatory Information Service or otherwise fairly disclosed in writing to Middlewich by or on behalf of Pochin's on or prior to the Latest Practicable Date:

(a) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Pochin Group or to which any member of the Pochin Group is or may become a party (whether as plaintiff, defendant or otherwise) which in any case is material in the context of the Pochin Group;

(b) no contingent or other liability of any member of the Pochin Group having arisen or become apparent or increased which in any case is material in the context of the Pochin Group;

(c) no adverse change or deterioration having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Pochin Group which in any case is material in the context of the Pochin Group; and

(d) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding which in any case is material in the context of the Pochin Group; and

   (vii)      Middlewich not having discovered that:

(a) any business, financial or other information concerning the Pochin Group publicly disclosed at any time by the Pochin Group, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected on or before the Latest Practicable Date by disclosure either publicly or otherwise to Middlewich;

(b) there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance reasonably likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation) would be reasonably likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Pochin Group;

(c) there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Pochin Group (or on its behalf), or in which any such member previously has had or been deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any third party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(d) Pochin's is subject to any liability, actual or contingent, which is not disclosed in the interim report and accounts of Pochin's for the six months ended 30 November 2013,

in each or any case to an extent which is material in the context of the Pochin Group taken as a whole.

The conditions are inserted for the benefit of Middlewich and no Pochin's Shareholder shall be entitled to waive any of the conditions without the prior consent of Middlewich. Each of the conditions (i) to (vii) shall be regarded as a separate condition and not be limited by reference to any other condition.

Middlewich reserves the right to waive all or any of conditions (iii) to (vii) (inclusive) above, in whole or in part. Conditions (ii) to (vii) above must be fulfilled or (where possible) waived within 21 days after the later of the First Closing Date and the date on which condition (i) is fulfilled (or in each case such later date as the Panel may agree), failing which the Offer will lapse. Middlewich shall be under no obligation to waive or treat as satisfied any of conditions (iii) to (vii) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Middlewich is required by the Panel to make an offer for Pochin's Shares under the provisions of Rule 9 of the Code, Middlewich may make such alterations to the conditions set out in this Appendix as are necessary to comply with the provisions of that Rule.

The Pochin's Shares will be acquired by Middlewich, pursuant to the Offer, fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid by Pochin's on or after the date of this announcement.

The Offer will be governed by English law and will be subject to the jurisdiction of the English Courts.

If the Offer lapses it will cease to be capable of further acceptance and both Pochin's Shareholders who have accepted the Offer and Middlewich shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 1.00pm on the First Closing Date or the time and date at which the Offer becomes or is declared unconditional as to acceptances (whichever is the later).

APPENDIX II

Sources of information and bases for calculations

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

a) financial information relating to Pochin's has been extracted or derived (without material adjustment) from the audited financial statements of Pochin's for the years ended 31 May 2012 and 31 May 2013, the unaudited interim statement of Pochin's for the six months ended 30 November 2013 and the cash and bank records of Pochin's for the period ended 31 May 2014;

b) on the Latest Practicable Date Pochin's had in issue 20,800,000 ordinary shares of 25 pence each;

c) references to "existing issued share capital" within this announcement should be taken to refer to the existing issued share capital as at the Latest Practicable Date;

d) on the Latest Practicable Date there were 86,500 outstanding options granted under the Pochin's Share Option Schemes which it is anticipated will be exercised in full as they have an exercise price of less than of 45 pence (although this will not result in the allotment of any further ordinary shares of 25 pence each in Pochin's, since such exercise will be satisfied by the transfer of existing shares held by the Pochin's Employee Benefit Trust);

e) the value of the Offer of approximately GBP9.4 million is calculated on the basis of the existing issued share capital of Pochin's set out in (b) above, multiplied by the Offer Price;

f) the Pochin Group net debt of GBP24.0 million on 31 May 2013, GBP26.0 million on 30 November 2013 and GBP21.1 million at 31 May 2014, as set out in paragraph 8 of this announcement, have been calculated respectively using bank loans of approximately GBP23.4 million, bank overdrafts of approximately GBP2.4 million and cash deposits of approximately GBP1.8 million extracted from the Pochin's audited accounts for the year ended 31 May 2013, bank loans of approximately GBP21.6 million, bank overdrafts of approximately GBP5.2 million and cash deposits of approximately GBP0.8 million extracted from Pochin's unaudited interim statement for the six months ended 30 November 2013 and bank loans of approximately GBP18.9 million, bank overdrafts of approximately GBP2.9 million and cash deposits of approximately GBP0.7 million extracted from Pochin's cash and bank records for the period ended 31 May 2014; and

   g)   the price of a Pochin's Share on a particular date is the Closing Price on that date.

APPENDIX III

Irrevocable undertakings

Set out below are details of the irrevocable undertakings received by Middlewich from Pochin's Shareholders to accept, or procure the acceptance of, the Offer and to elect or procure the making of an election (or, as the case may be not to elect and to procure that no election is made) for the Share Alternative and, in the case of those irrevocable undertakings received from Independent Shareholders, to vote, or procure the vote, in favour of the Resolution:

 
 Shareholder                 Number of          Percentage          Number of              Number            Number 
                              Pochin's          of existing          Pochin's            of Pochin's       of Pochin's 
                           Shares subject         issued         Shares accepting          Shares            Shares 
                         to the irrevocable    share capital    Cash Consideration        electing           to vote 
                            undertaking         of Pochin's                                for the          in favour 
                                                                                      Share Alternative      of the 
                                                                                                           Resolution 
 Cedric Pochin 
  Concert Party 
 
 James Nicholson              487,545              2.3                 nil                487,545             n/a 
 Jane Nicholson                6,000               0.03                nil                 6,000              n/a 
 Sylvia Nicholson             111,660              0.5                 nil                111,660             n/a 
 Dr Bruce Nicholson           12,000               0.06                nil                 12,000             n/a 
 Robert Nicholson             443,460              2.1                 nil                443,460             n/a 
 Martine Nicholson             6,000               0.03                nil                 6,000              n/a 
 Catherine Tuck               486,440              2.3                 nil                486,440             n/a 
 Philip Tuck                   5,000               0.02                nil                 5,000              n/a 
 Kettley 
  International 
  Limited (owned 
  by F Heywood 
  1991 Settlement)           5,635,899             27.1                nil               5,635,899            n/a 
 Key Trust Company 
  Limited and 
  Dumaresq Trustees 
  Limited (CWT 
  Pochin 1974 
  Trust)                     1,542,020             7.4                 nil               1,542,020            n/a 
 Samuel Nicholson              8,700               0.04                nil                 8,700              n/a 
 William Nicholson             1,000              0.004                nil                 1,000              n/a 
 Emily Nicholson               6,600               0.03                nil                 6,600              n/a 
 Harry Nicholson               6,600               0.03                nil                 6,600              n/a 
 Independent 
  Directors 
 Richard Fildes                6,500               0.03               6,500                 nil              6,500 
 Nicholas Fry                 10,000               0.05              10,000                 nil              10,000 
 John Moss                    10,000               0.05              10,000                 nil              10,000 
 Other Pochin's 
  Shareholders 
 Michael Chadwick             70,000               0.3               70,000                 nil               n/a 
 Quiros Limited              5,033,364             24.2             5,033,364               nil               n/a 
 Roberta Pochin               511,492              2.5               511,492                nil             511,492 
 Lucy Pochin                  448,011              2.2               448,011                nil             448,011 
 Sarah Pochin                 200,000              1.0               200,000                nil             200,000 
 Jonathan Pochin              144,428              0.7               144,428                nil             144,428 
 Nicholas Pochin              204,500              1.0               204,500                nil             204,500 
 Matthew Pochin               207,553              1.0               207,553                nil             207,553 
 Felicity Pochin              83,000               0.4               83,000                 nil              83,000 
 John Lee                     274,000              1.3               274,000                nil             274,000 
 Monique Lee                  196,000              0.9               196,000                nil             196,000 
 Elizabeth Lomax              105,000              0.5               105,000                nil             105,000 
 
   Total                     16,262,772             78.2             7,503,848            8,758,924         2,400,484

These irrevocable undertakings will lapse only if the Offer lapses or is withdrawn or if the Offer Document is not posted to Pochin's Shareholders within 28 days of the date of this announcement. Otherwise they will remain binding in all circumstances.

APPENDIX IV

Definitions

 
 The following definitions apply throughout this announcement, 
  unless the context requires otherwise: 
  "A Shares"                    A ordinary shares of 25 pence each in 
                                 the share capital of Middlewich 
 "Act"                          the Companies Act 2006, as amended from 
                                 time to time 
 "acting in concert"            has the same meaning given by the Code 
 "Australia"                    the commonwealth of Australia, its states, 
                                 possessions and territories and all 
                                 areas subject to its jurisdiction or 
                                 any political subdivision thereof 
 "BDO"                          BDO LLP, the financial adviser to Middlewich 
                                 in respect of the Offer, which is authorised 
                                 and regulated in the UK by the Financial 
                                 Conduct Authority to carry on investment 
                                 business 
 "B Shares"                     non-transferable B preferred shares 
                                 of 25 pence each in the capital of Middlewich 
 "Business Day"                 a day on which banks are open for business 
                                 in London (excluding Saturdays, Sundays 
                                 and bank or public holidays) 
 "Canada"                       Canada, its possessions, provinces and 
                                 territories and all areas subject to 
                                 its jurisdiction or any political subdivision 
                                 thereof 
 "Cash Consideration"           in accordance with the terms of the 
                                 Offer, the consideration of 45 pence 
                                 per Pochin's Share payable in cash 
 "Cedric Pochin Concert         James Nicholson, Sylvia Nicholson, Robert 
  Party"                         Nicholson and Catherine Tuck and their 
                                 spouses and children and the F Heywood 
                                 1991 Settlement and CWT Pochin 1974 
                                 Trust 
 "certificated" or "in          in relation to any share, not in uncertificated 
  certificated form"             form (that is, not in CREST) 
 "City Code" or "Code"          the City Code on Takeovers and Mergers 
                                 (as amended or interpreted from time 
                                 to time by the Panel) 
 "Closing Price"                the closing middle market price of a 
                                 Pochin's Share on the relevant date 
                                 as derived from the Daily Official List 
                                 published by the London Stock Exchange 
 "Covanta Property"             the existing leasehold interest in the 
                                 property known as Plot 63, Middlewich, 
                                 Midpoint 18, which leasehold interest 
                                 is not owned by the Pochin Group, but 
                                 the freehold interest in which property 
                                 is owned by a member of the Pochin Group 
 "CREST"                        the relevant system (as defined in the 
                                 CREST Regulations) in respect of which 
                                 Euroclear is the operator (as defined 
                                 in the CREST Regulations) 
 "CREST Regulations"            the Uncertificated Securities Regulations 
                                 2001 (SI 2001/3755),as amended 
 "Enlarged Group"               Middlewich and the Pochin Group following 
                                 the Offer becoming or being declared 
                                 unconditional in all respects 
 "Euroclear"                    Euroclear UK & Ireland Limited 
 "Extraordinary General         the extraordinary general meeting of 
  Meeting"                       Pochin's, notice of which will be set 
                                 out in the Offer Document and at which 
                                 the Resolution will be proposed pursuant 
                                 to Rule 16 of the Code 
 "First Closing Date"           the first closing date of the Offer, 
                                 which will be at least 21 days after 
                                 the day of posting of the Offer Document 
 "Form of Acceptance"           the form of acceptance and election 
                                 for use by holders of Pochin's Shares 
                                 in certificated form in connection with 
                                 the Offer 
 "Form of Proxy"                the form of proxy for use by Independent 
                                 Shareholders in connection with the 
                                 Extraordinary General Meeting 
 "Independent Directors"        Richard Fildes, John Moss, Nigel Rawlings 
                                 and Nicholas Fry (being the Pochin's 
                                 Directors other than James Nicholson, 
                                 Sylvia Nicholson and Michael Chadwick) 
 "Independent Shareholders"     the Pochin's Shareholders excluding 
                                 the members of the Cedric Pochin Concert 
                                 Party, Michael Chadwick, his son Stephen 
                                 and Quiros 
 "irrevocable undertakings"     the irrevocable undertakings given to 
                                 Middlewich by certain Pochin's Shareholders 
                                 as described in Appendix III to this 
                                 announcement 
 "Japan"                        Japan, its cities, prefectures, territories 
                                 and possessions 
 "Latest Practicable            11 June 2014, being the latest practicable 
  Date"                          date prior to the publication of this 
                                 announcement 
 "London Stock Exchange"        London Stock Exchange PLC 
 "MC Fund"                      Michael Chadwick's personal Irish Approved 
                                 Retirement Fund 
 "Middlewich"                   Middlewich Limited, a private limited 
                                 company registered in England and Wales 
                                 with number 8917869 
 "Middlewich Articles"          the articles of association of Middlewich 
 "Middlewich Directors"         James Nicholson, Sylvia Nicholson, Robert 
  or                             Nicholson and Catherine Tuck 
  "Middlewich Board" 
 "Middlewich Shares"            A Shares, Preference Shares and B Shares 
 "Midpoint Arrangements"        the arrangements entered into between 
                                 Middlewich and the MC Fund in relation 
                                 to the Midpoint Portfolio, further details 
                                 of which are set out at paragraph 4 
                                 of this announcement 
 "Midpoint Portfolio"           various freehold and leasehold interests 
                                 held, or to be created, by members of 
                                 the Pochin Group in premises at Midpoint 
                                 18 Phase 1, Middlewich, Cheshire 
 "Midpoint Portfolio            the conditional agreement dated 11 June 
  Agreement"                     2014 made between Middlewich (1) and 
                                 the Midpoint Portfolio Buyers (2) in 
                                 order to implement the Midpoint Arrangements 
 "Midpoint Portfolio            Romney Services Limited and Glashen 
  Buyers"                        Services Limited, each of which has 
                                 been incorporated for the purpose of 
                                 the Midpoint Arrangements and of each 
                                 of which Michael Chadwick is, through 
                                 the MC Fund, the ultimate 100 per cent. 
                                 beneficial owner 
 "Offer"                        the recommended cash offer with Share 
                                 Alternative to be made by Middlewich 
                                 to acquire the entire issued and to 
                                 be issued share capital of Pochin's 
                                 on the terms and subject to the conditions 
                                 to be set out in the Offer Document 
                                 and (in respect of Pochin's Shares in 
                                 certificated form) the Form of Acceptance 
                                 (including, where the context so requires, 
                                 any subsequent waiver, revision, variation, 
                                 extension or renewal thereof) 
 "Offer Document"               the formal offer document to be sent 
                                 to Pochin's Shareholders detailing the 
                                 terms and conditions of the Offer 
 "Offer Period"                 the period commencing 5.15 p.m. on 9 
                                 December 2013 until whichever of the 
                                 following shall be the later (a) 1.00 
                                 p.m. on the First Closing Date and (b) 
                                 the date on which the Offer lapses or 
                                 is withdrawn and (c) the date on which 
                                 the Offer becomes or is declared unconditional 
                                 as to acceptances 
 "Offer Price"                  45 pence per Pochin's Share in respect 
                                 of the Cash Consideration 
 "Official List"                the Official List of the Financial Conduct 
                                 Authority 
 "Overseas Shareholders"        Pochin's Shareholders (or nominees of 
                                 or custodians or trustees for Pochin's 
                                 Shareholders) in, resident in or nationals 
                                 or citizens of jurisdictions outside 
                                 the United Kingdom 
 "Panel"                        the Panel on Takeovers and Mergers 
 "Phase 2 CMA reference"        a reference of the Offer to the Chair 
                                 of the Competition and Markets Authority 
                                 for the constitution of a group under 
                                 Schedule 4 to the Enterprise and Regulatory 
                                 Reform Act 2013 
 "Phase 2 European Commission   proceedings initiated by the European 
  proceedings"                   Commission under Article 6(1)(c) of 
                                 Council Regulation 139/2004/EC in respect 
                                 of the Offer 
  "Pochin's"                    Pochin's PLC, a public limited company 
                                 registered in England and Wales with 
                                 number 300573 
 "Pochin's Directors"           the board of directors of Pochin's 
  or "Pochin's Board" 
 "Pochin Group" or "Group"      Pochin's and its subsidiary undertakings 
                                 at the date of this announcement 
 "Pochin's Optionholders"       holders of options under the Pochin's 
                                 Share Option Schemes 
 "Pochin's Shareholders"        the holders of Pochin's Shares 
 "Pochin's Shares"              unconditionally allotted or issued and 
                                 fully paid (or credited as fully paid) 
                                 ordinary shares of 25 pence each in 
                                 the capital of Pochin's on the date 
                                 upon which the Offer is made and any 
                                 further such shares which are unconditionally 
                                 allotted or issued fully paid or credited 
                                 as fully paid before the date on which 
                                 the Offer ceases to be open for acceptance 
                                 (or such earlier date as Middlewich 
                                 may, subject to the Code, decide), but 
                                 excluding any such shares held or which 
                                 become held in treasury 
 "Pochin's Share Option         the Pochin's PLC approved share option 
  Schemes"                       scheme and the Pochin's PLC unapproved 
                                 share option scheme, each as adopted 
                                 by Pochin's on 16 November 2001 
 "Preference Shares"            preference shares of GBP1 each in the 
                                 share capital of Middlewich 
 "Quiros"                       Quiros Limited, a private limited company 
                                 registered in the Isle of Man with number 
                                 094260C, and having its registered office 
                                 at Top Floor, 14 Athol Street, Douglas, 
                                 IM1 1JA, in which Michael Chadwick, 
                                 a non-executive director of Pochin's, 
                                 has a non-beneficial interest 
 "Relevant Authority"           any government or governmental, quasi-governmental, 
                                 supranational, statutory or regulatory 
                                 body, or any court, institution, investigative 
                                 body, association, trade agency or professional 
                                 or environmental body or (without prejudice 
                                 to the generality of the foregoing) 
                                 any other person or body in any jurisdiction 
 "Resolution"                   the ordinary resolution to be proposed 
                                 on a poll to Independent Shareholders 
                                 at the Extraordinary General Meeting 
                                 (or any adjournment thereof), in accordance 
                                 with the requirements of the Code, in 
                                 order to approve the terms of the Midpoint 
                                 Arrangements 
 "Restricted Jurisdiction"      the United States, Canada, Australia 
                                 or Japan or any other country or jurisdiction 
                                 if making the Offer in such country 
                                 or jurisdiction would constitute a violation 
                                 of the relevant laws of, or require 
                                 registration of the Offer in, such country 
                                 or jurisdiction 
 "Share Alternative"            the arrangement pursuant to which Pochin's 
                                 Shareholders (other than certain Overseas 
                                 Shareholders) who validly accept the 
                                 Offer may elect to receive B Shares 
                                 instead of all or part of the Cash Consideration 
                                 to which they would otherwise be entitled 
                                 under the Offer 
 "SPARK"                        SPARK Advisory Partners Limited, the 
                                 independent financial adviser to Pochin's 
                                 in respect of the Offer 
 "uncertificated" or            recorded on the relevant register of 
  "in uncertificated             the share or security concerned as being 
  form"                          held in uncertificated form in CREST, 
                                 and title to which, by virtue of the 
                                 CREST Regulations, may be transferred 
                                 by means of CREST 
 "Unit 7 Property"              the leasehold property known as Unit 
                                 7, Verity Court, being one of the properties 
                                 comprised in the Midpoint Portfolio 
 "United Kingdom" or            the United Kingdom of Great Britain 
  "UK"                           and Northern Ireland 
 "United States"                the United States of America, its territories 
                                 and possessions, any state of the United 
                                 States and the District of Columbia 
                                 and all other areas subject to the jurisdiction 
                                 of the United States of America 
 "US Securities Act"            the United States Securities Act 1933, 
                                 as amended and the rules and regulations 
                                 promulgated under such Act 
 "GBP", "p", "pence"            the lawful currency for the time being 
  or "sterling"                  in the UK

For the purposes of this announcement, "subsidiary undertaking" has the meaning given by section 1162 of the Act.

All times referred to are London time unless otherwise stated.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

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