Ablon Group Limited : Offer Document Posted

FOR IMMEDIATE RELEASE

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 THAT JURISDICTION

13 March 2013

 Unconditional Mandatory Cash Offer
by

CPI Group, a.s.

to acquire the entire issued share capital of

Ablon Group Limited

On 22 February 2013, CPI Group, a.s. ("CPI" or the "Offeror") acquired 39,237,704 ordinary shares in Ablon Group Limited ("Ablon" or the "Company") at a price of 22.5 pence per share taking its aggregate holding from 22.23 per cent. to approximately 50.89 per cent. of the issued share capital of the Company and, as a result, the Offeror is required to make a mandatory cash offer (the "Offer") for the remaining shares in the Company in accordance with Rule 9 of the Code.

The Offer is being made at 22.5 pence per ordinary share and is on the terms set out in the offer document which is being published and sent to Ablon shareholders today ("Offer Document"). The Offer of 22.5 pence per ordinary share values Ablon's entire issued share capital at approximately £30.81 million.

The Offer will remain open for acceptance until 1.00 pm (London time) on 3 April 2013. Full details of the procedure for accepting the Offer are set out in the Offer Document and summarised below.

To accept the Offer:

(A)          If you hold Shares in certificated form (that is, not in CREST), you should read paragraph 15.1 of Part 1 of the Offer Document and complete the accompanying Form of Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance, together with your share certificate(s) and/or other document(s) of title, should be returned as soon as possible and in any event so as to be received by the Receiving Agent, Neville Registrars Limited, by post or by hand (during normal business hours only) at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, B63 3DA, no later than 1.00 p.m. on 3 April 2013.

(B)           If you hold your Shares in uncertificated form (that is, in CREST), you should read paragraph 15.2 of Part 1 of the Offer Document and ensure that an Electronic Acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. (London time) on 3 April 2013. If you hold your Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.

A copy of the Offer Document and the announcement will be made available, free of charge, on the Company's website:  www.cpi-group.cz

Further announcements will be made as appropriate.

Enquiries:

CPI                                                                                                                     
Martin N?me?ek +420 281 082 110

Grant Thornton(Financial adviser to the Offeror)                  

Philip Secrett / Salmaan Khawaja / Jen Clarke+44 (0)207 383 5100

Further information

This announcement is not intended to and does not constitute or form part of any offer to sell or to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Grant Thornton, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to the Offeror in relation to the Offer and no-one else and will not be responsible to anyone other than the Offeror for providing the protections offered to clients of Grant Thornton or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein.  Grant Thornton does not accept any responsibility whatsoever to any person other than the Offeror for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer.  Grant Thornton accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

This announcement does not constitute a prospectus or prospectus equivalent document.

Capitalised terms used in this announcement and not otherwise defined herein shall have the meanings ascribed to them in the Offer Document.

Overseas jurisdictions

The laws of relevant jurisdictions may affect the availability of the Offer to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside of the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of such jurisdiction.

Unless otherwise determined by the Offeror or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interests or foreign commerce of, or by any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction, and the Offer may not be accepted by any other such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Offeror or required by the Code and permitted by applicable law and regulation, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction.

The release, publication or distribution of this announcement, the Offer Document and the Form of Acceptance in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

The Offer will be for the securities of a corporation organised under the laws of Guernsey and will be subject to the procedure and disclosure requirements of Guernsey and England.  This announcement has been prepared in accordance with English law, Guernsey law and the Code and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of any jurisdiction outside England and Guernsey.

Cautionary note regarding forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning the Offer, the Offeror and the Company. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or words or terms of similar substance or the negative thereof are forward-looking statements. These statements are based on assumptions and assessments made by the board of directors of the Offeror in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes appropriate. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Offeror's or the Company's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on the Offeror's or the Company's business. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, tax regimes and future business combinations or dispositions.

Dealing 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 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London 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 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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.

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 of the Code.

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 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. 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.

Information relating to the Company'sShareholders

Please be aware that addresses, electronic addresses and certain other information provided by the Shareholders, persons with information rights and other relevant persons for the receipt of communications from the Companymay be provided to the Offerorduring the offer period as required under Section 4 of Appendix 4 of the Code.

Publication on websites

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on the Offeror's website www.cpi-group.cz by no later than 12 noon on 14 March 2013. Neither the contents of the Offeror's website, nor the content of any other website accessible from hyperlinks on the Offeror'swebsite, is incorporated into or forms part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in it) by contacting Neville Registrars Limited during normal business hours on 0121 585 1131 from within the UK or +44 121 585 131 if calling from outside the UK or by submitting a request in writing to the Receiving Agent at Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, B63 3DA. It is important that you note that unless you make such a request and save as otherwise required by the Code, a hard copy of this announcement and any information incorporated by reference in it will not be sent to you.