SMC Smc Grp

RNS Number:6030F
SMC Group Plc
12 October 2007


12 October 2007

                                  SMC Group Plc
                             ("SMC" or the "Group")
                                        
                                  Offer update

On 8 August 2007, the boards of SMC and Aukett Fitzroy Robinson Group plc 
("AFR") announced that they had entered into non binding heads of agreement 
relating to a proposed merger of the two companies.

Today, the Board of SMC announces that it has been unable to agree satisfactory 
terms with AFR for a merger and those discussions with AFR have ceased.

The Board of SMC confirms that discussions are ongoing with a private equity 
backed third party for a potential offer for the Group.  Shareholders are 
advised that discussions are at a preliminary stage and that no offer terms, 
including an indicative offer price, have yet been provided.  There can 
therefore be no guarantee of a formal offer being made for the Company.  
Further announcements will be made as appropriate.

Further to SMC's interim results announcement on 27 September 2007, the Group 
continues to trade in line with management's expectations following the 
successful implementation of the recommendations of the internal review 
committee.

                                     -ends-

For further information please contact:

SMC Group Plc                                 Tel: +44 (0)20 7495 5335
Robert Boardman

Numis Securities                              Tel: +44 (0)20 7260 1000
Stuart Skinner/James Serjeant

Bell Pottinger Corporate & Financial          Tel: +44 (0)207 861 3867
Chris Hamilton

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of SMC all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of SMC, they will be deemed to be a single
person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of SMC by any offeror or SMC, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.

In accordance with Rule 2.10 of the Code, SMC announces that it has 49,572,945
ordinary shares of 1p each in issue. Therefore the total number of ordinary
shares in SMC with voting rights is 49,572,945. The International Securities
Identification Number for SMC ordinary shares is GB00B086GY58.




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