Amendment to Tender Offer

Amendment to Tender Offer for Notes of

Tomkins PLC and Tomkins Finance PLC

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED AND/OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY.

27 September 2010. On 13 September 2010, Pinafore, LLC (the "Company") announced an invitation to the holders of the outstanding £150,000,000 8 per cent. Notes due 2011 issued by Tomkins PLC and guaranteed by Tomkins Finance PLC (ISIN XS0140478321) (the "2011 Notes") and the holders of the outstanding £250,000,000 6.125 per cent. Notes due 2015 issued by Tomkins Finance PLC and guaranteed by Tomkins PLC (ISIN XS0176337599) (the "2015 Notes" and together with the 2011 Notes, the "Notes") to offer to sell to the Company for cash any and all of the Notes held by such holders (the "Solicitation"), all in accordance with and upon the terms and subject to the conditions contained in the tender offer memorandum dated 13 September 2010 (the "Tender Offer Memorandum"). Tomkins PLC and Tomkins Finance PLC were re-registered as private limited companies on 24 September 2010 and are now known as Tomkins Limited and Tomkins Finance Limited, respectively.

With effect from the date hereof, the invitation to the holders of the 2011 Notes is now being made by Tomkins Limited and the invitation to the holders of the 2015 Notes is now being made by Tomkins Finance Limited, in each case instead of the Company. All other terms of the Solicitation remain unchanged and will be adopted and honoured by Tomkins Limited or Tomkins Finance Limited as applicable, including, for the avoidance of doubt, the applicable Purchase Price.

Noteholders may, if they so wish, revoke their Tender Instructions until 11.00 a.m. (CET) on 28 September 2010 by notification in accordance with the procedures for withdrawal specified in the Tender Offer Memorandum. However any Noteholder who does not so revoke their Tender Instructions will have their tender accepted, subject as set out below, by Tomkins Limited or Tomkins Finance Limited.

Tomkins Limited and Tomkins Finance Limited may, in their sole discretion, extend, amend, supplement, waive any condition of or terminate the Solicitation at any time, and will announce details of any such extension, amendment, supplement, waiver or termination as soon as reasonably practicable after the relevant decision is made. 

Further Information

The Solicitation is described in full in the Tender Offer Memorandum. Requests for copies of the Tender Offer Memorandum, any information in relation to the procedures for tendering Notes in the Solicitation and the submission of tender instructions should be directed to the Tender Agent at:

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

Attention: Lee Pellicci

Telephone: +44 20 7704 0880

Fax: +44 20 7067 9098

E-mail: [email protected]

Citigroup Global Markets Limited and Merrill Lynch International are the Dealer Managers for the Solicitation. Requests for information in relation to the Solicitation should be directed to:

Citigroup Global Markets Limited

Citigroup Centre

33 Canada Square

London E14 5LB

United Kingdom

Attention: Liability Management Group

Telephone: +44 20 7986 8969

E-mail: [email protected]

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: John Cavanagh/Tommaso Gros-Pietro

Telephone: +44 20 7995 3715/2324

E-mail: [email protected]/[email protected]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Solicitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Solicitation. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether holders should tender Notes in the Solicitation.

OFFER RESTRICTIONS APPLICABLE TO THE SOLICITATION

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitute an offer to buy or a solicitation of an offer to sell any Notes, and offers to sell Notes in the Solicitation will not be accepted from Noteholders in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Solicitation to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Solicitation shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States

The Solicitation is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, e-mail or other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Notes may not be tendered in the Solicitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Solicitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of Notes in the Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Notes made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Solicitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). This announcement and the Tender Offer Memorandum must not be acted on or relied on by persons who are not relevant persons. The Solicitation to which the Tender Offer Memorandum relates is being made only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement and/or the Tender Offer Memorandum or any of their content. Neither this announcement nor the Tender Offer Memorandum may be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person.

The Republic of Italy

None of the Solicitation, the Tender Offer Memorandum or any other documents or materials relating to the Solicitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are hereby notified that the Solicitation is not intended to be addressed, and neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Solicitation has been prepared in order to be sent, by any means, distributed or otherwise made available, as part of the Solicitation, to any person in Italy.

Kingdom of Belgium

The Solicitation is not being made, directly or indirectly, to the public in the Kingdom of Belgium ("Belgium"). The Solicitation is being exclusively conducted in Belgium under applicable private placement exemptions and therefore this announcement and the Tender Offer Memorandum have not been and will not be notified to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Solicitation have been, or will be, approved by the Belgian Banking, Finance and Insurance Commission. Accordingly, the Solicitation may not be advertised and neither this announcement, nor the Tender Offer Memorandum nor any such documents or materials may be distributed or made available in Belgium other than to qualified investors, as referred to in article 10 of the Law of 16 June 2006 on public offers of investment instruments and the admission to trading of investment instruments on a regulated market, acting for their own account. The Tender Offer Memorandum has been issued only for the personal use of such qualified investors and exclusively for the purpose of the Solicitation. Accordingly, the information contained herein may not be used for any other purpose nor disclosed to any other person in Belgium.

Republic of France

The Solicitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Solicitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifié) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.41l-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Solicitation. The Tender Offer Memorandum has not been and will not be submitted to or approved by the Autorité des Marches Financiers.