Form 8 (DD) - (Carluccio's Plc)

(a) Identity of the party to the offer or person acting in concert making the disclosure:

Milestone Resources Group Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Carluccio's Plc

(d) Status of person making the disclosure:

e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with Offeror (C1 Acquisitions Limited)

(e) Date dealing undertaken:

13 September 2010

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

If YES, specify which:

Class of relevant security:

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,330,333

2.2

None

N/A

(2) Derivatives (other than options):

None

N/A

None

N/A

(3) Options and agreements to purchase/sell:

None

N/A

None

N/A

TOTAL:

1,330,333

2.2

None

N/A

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

Class of relevant security

Purchase/sale

Number of securities

Price per unit

Ordinary shares

Purchase

1,330,333

142p

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

N/A

N/A

N/A

N/A

N/A

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Class of relevant security

Product description

e.g. call option

Number of securities

Exercise price per unit

N/A

N/A

N/A

N/A

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

N/A

N/A

N/A

N/A

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:

If there are no such agreements, arrangements or understandings, state "none"

For the purposes of this section, please refer to the definitions attached at Annex 1.

The Management Team has entered into a conditional Subscription and Shareholders' Agreement with C1, Milestone and members of the Landmark Group, under which the Management Team agrees to transfer to C1 the Management Rollover Shares (being 432,748 Carluccio's Shares which will be issued by Carluccio's following the exercise of certain of the options held by members of the Management Team) representing 0.7 per cent. of the fully diluted share capital of Carluccio's. C1 will therefore acquire the Management Rollover Shares subject to the Subscription and Shareholders' Agreement and outside the terms of the Offer. The transfer to C1 of the Management Rollover Shares under the Subscription and Shareholders' Agreement is conditional on the Offer becoming or being declared unconditional in all respects.

A further 5,290,990 Carluccio's Shares in which members of the Management Team are interested (together with options over and interests in 4,421,752 Carluccio's Shares held by members of the Management Team under the Carluccio's Share Option Scheme and the Carluccio's Long Term Incentive Plan) are not being acquired under the Subscription and Shareholders' Agreement and will be subject to the terms of the Offer.

In consideration for the transfer of the Management Rollover Shares to C1 pursuant to the Subscription and Shareholders' Agreement, the Management Team will be issued new securities by C1. The Management Team will obtain approximately 17.2 per cent. of the ordinary share capital of C1 and loan notes with an aggregate nominal value of £1.4 million (yielding rolled up interest at 10 per cent. per annum) to be issued by C1.

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

Please see box 4(a) above.

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

14 September 2010

Anuraag Malhotra

+971 (4) 8094006

AIGSL

means Aviva Investors Global Services Limited, a company incorporated in England and Wales with registration number 01151805 and having its registered office at No 1 Poultry, London EC2R 8EJ;

Business Day

means a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;

C1

means C1 Acquisitions Limited, a company incorporated in England and Wales with registration number 07357672 and having its registered office at c/o HW Fisher & Co., Acre House, 11-15 William Road, London NW1 3ER;

Carluccio's Directors

means the directors of Carluccio's at the date of this announcement, being Stephen Gee, Simon Kossoff, Frank Bandura, Sarah Murray, David Bernstein, Scott Svenson and Peter Webber ;

Carluccio's

means Carluccio's plc a company incorporated in England and Wales with registration number 02001576 and having its registered office at 35 Rose Street, London WC2E 9EB;

Carluccio's Long Term Incentive Plan

means the Carluccio's Long Term Incentive Plan (otherwise known as the Carluccio's split share scheme) adopted by the Carluccio's Board in February 2009;

Carluccio's Share Option Scheme

means the Carluccio's Equity Incentive Plan adopted by the Carluccio's Board in December 2005 together with certain options issued prior to the adoption of said plan between 2002 and 2005;

Carluccio's Shareholder

means a holder of Carluccio's Shares;

Carluccio's Shares

means the ordinary shares of 5 pence in the capital of Carluccio's;

Code

means the City Code on Takeovers and Mergers (as amended);

Companies Act

means the Companies Act 2006 (as amended);

Form of Acceptance

means the form of acceptance and authority relating to the Offer which (where appropriate) will accompany the Offer Document when issued;

General Meeting

means the general meeting of Independent Shareholders (or any adjournment thereof) to be convened pursuant to Rule 16 of the Code, to consider and, if thought fit, pass the resolutions required to approve the Management Team Arrangements;

Independent Directors

means the independent directors of Carluccio's, being David Bernstein, Scott Svenson and Peter Webber;

Independent Shareholders

means the Carluccio's Shareholders, excluding:

(i) Landmark;

(ii) the Management Team, and

any person acting or deemed to be acting in concert with any of them;

Landmark

means Landmark Investments S.à.r.l. a Luxembourg private limited company and whose registered office is at 2-8 avenue Charles de Gaulle, L-1653 Luxembourg;

Landmark Group

means Landmark Retail Holdings 1 Limited, together with its subsidiaries and subsidiary undertakings from time to time;

Landmark Group Shares

means Carluccio's Shares which are held by Landmark as more particularly described in section 975 of the Companies Act;

Management Rollover Shares

means all of the Carluccio's Shares in which members of the Management Team are interested and all of the Carluccio's Shares which will be issued by Carluccio's following the exercise of certain options held by members of the Management Team, which will be transferred to C1 pursuant to the Subscription and Shareholders' Agreement;

Management Team

means the executive management team of Carluccio's, being Stephen Gee, Simon Kossoff, Frank Bandura and Sarah Murray;

Management Team Arrangements

means the proposed arrangements between C1 and the Management Team described in paragraph 10 of this announcement;

Milestone

means Milestone Resources Group Limited, a company limited by shares incorporated in the British Virgin Islands with registered number 534475, whose registered address is c/o Arias, Fabrega & Fabrega Trust Co BVI Limited, 325 Waterfront Drive, Omar Hodge Building, 2nd Floor, reckhams Cay, Road Town, Tortola, British Virgin Islands;

Offer

means the recommended cash offer to be made by C1 at the Offer Price for the entire issued and to be issued ordinary share capital of Carluccio's excluding the Landmark Group Shares and the Management Rollover Shares, and where the context requires, any revision, extension, variation or renewal thereof;

Offer Document

means the document to be sent to Carluccio's Shareholders following the date of this announcement containing, amongst other things, the terms and conditions of the Offer and certain information about C1 and the Landmark Group;

Ordinary Resolution

means the ordinary resolution required for the purposes of Rule 16 of the Code, to approve the Management Team Arrangements to be considered and, if thought fit, passed by the Independent Shareholders at the General Meeting;

Panel

means the Panel on Takeovers and Mergers;

Pounds, pence or £

means the lawful currency of the United Kingdom;

Press Announcement

means the press announcement of the Offer; and

Subscription and Shareholders' Agreement

means the subscription and shareholders' agreement entered into between, among others, Landmark, C1 and the Management Team.