Form 8 (OPD) (C1 Acquisitions Limited)

(a) Identity of the party to the offer making the disclosure:

C1 Acquisitions 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 party to the offer

Carluccio's Plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

1 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

Class of relevant security:

Ordinary Shares of 5p each

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

N/A

Nil

N/A

(2) Derivatives (other than options):

Nil

N/A

Nil

N/A

(3) Options and agreements to purchase/sell:

Nil

N/A

Nil

N/A

TOTAL:

Nil

N/A

Nil

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

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

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

A.

Carluccio's Directors' Undertakings

C1 has received the following irrevocable undertakings from the Carluccio's Directors to accept the Offer in respect of all of the beneficial holdings in Carluccio's of themselves and their related parties amounting, in aggregate, to 8,693,790 Carluccio's Shares representing approximately 14.7 per cent. of the existing issued share capital of Carluccio's.

Independent Directors' Undertakings

The Independent Directors have irrevocably undertaken to approve, or procure the approval of, the Ordinary Resolution to approve the Management Arrangements to be proposed at the General Meeting in respect of all of their own beneficial shareholdings of Carluccio's amounting, in aggregate, to 3,402,800 Carluccio's Shares representing approximately 5.7 per cent. of the existing issued share capital of Carluccio's.

The above undertakings will remain binding in the event of a competing offer being made for Carluccio's and will cease to be binding only if the Offer lapses or is withdrawn.

B.

C1 has received the following irrevocable undertakings from the Carluccio's Shareholders detailed below to accept or to use reasonable endeavours to procure the acceptance of the Offer in respect of, in aggregate, 6,107,347 Carluccio's Shares representing approximately 10.3 per cent. of Carluccio's existing issued share capital of Carluccio's. Highclere International Investors Ltd has also irrevocably undertaken to vote or procure the vote in favour of the Ordinary Resolution.

In the case of AIGSL the irrevocable undertaking will cease to be binding in the event that:

a. the underlying customer or client terminates the professional relationship with AIGSL, and shares that are subject to the irrevocable undertaking are transferred to any replacement fund manager/custodian nominated by the customer;

b. a competing offer is made under which the amount or value of the consideration offered for each Carluccio's Share is not less than 5 per cent. greater than the value per share offered pursuant to the Offer;

c. the Offer Document is not posted within 28 days of the date of the Press Announcement;

d. the Offer lapses or is withdrawn;

e. a period of 14 days elapses from the date on which the Offer becomes unconditional;

f. AIGSL is required to withdraw its undertaking by any court or competent regulator; or

g. there is a material change in the information relating to the Offer.

In the case of Highclere International Investors Ltd the irrevocable undertaking will cease to be binding in the event that:

a. prior to the seventh Business Day after posting the Offer Document, a competing offer is made under which the amount or value of the consideration offered for each Carluccio's Share is not less than 10 per cent. greater than the value of the Offer;

b. the Offer Document is not posted within 28 days of the date of the Press Announcement; or

c. the Offer lapses or is withdrawn (provided that C1 has not, within 14 days of the withdrawal or lapse, announced that it intends to restructure the Offer as a scheme of arrangement or a takeover offer).

C.

C1 has received letters of intent from the Carluccio's Shareholders detailed below to accept or procure acceptance of the Offer, in respect of, in aggregate, 3,839,807 Carluccio's Shares representing approximately 6.5 per cent. of Carluccio's existing issued share capital as detailed below: In addition Henderson Global Investors Ltd and Revera Asset Management intend to vote, or procure the vote, in favour of the Ordinary Resolution to be proposed at the General Meeting in respect of, in aggregate, 2,495,333 Carluccio's Shares representing approximately 4.2 per cent. of Carluccio's existing issued share capital

The letters of intent do not create any legally enforceable rights or obligations on any of the Carluccio's Shareholders.

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Name of shareholder

Number of Carluccio's shares

Percentage of Carluccio's issued share capital

Landmark Investments S.à.r.l

3,002,000

5.1%

Stephen Gee

2,500,000

4.2%

Simon Kossoff

2,579,990

4.4%

Frank Bandura

211,000

0.4%

Sarah Murray

None

N/A

2005/06 allocation

2005/06 allocation

Status

Approved EMI

Unapproved

Grant date

09.12.05

09.12.05

Vesting date

09.12.08

09.12.08

Expiry date

09.12.15

09.12.15

Exercise price

0.945

0.945

Inland revenue agreed valuation

0.945

Number

105,810

694,190

2003/04 allocation

2003/04 allocation

2005/06 allocation

2005/06 allocation

Status

Unapproved

Unapproved

Approved EMI

Unapproved

Grant date

28.11.03

19.02.04

09.12.05

09.12.05

Vesting date

28.11.06

19.02.07

09.12.08

09.12.08

Expiry date

28.11.13

19.02.14

09.12.15

09.12.15

Exercise price

0.200

0.3100

0.945

Inland revenue agreed valuation

0.140

0.945

0.945

Number

200,000

200,000

105,810

694,190

2002/03 allocation

2003/04 allocation

2003/04 allocation

2004/05 allocation

2004/05 allocation

2004/05 allocation

2005/06 allocation

2005/06 allocation

Status

Approved EMI

Approved EMI

Approved EMI

Approved EMI

Approved EMI

Unapproved

Approved EMI

Unapproved

Grant date

09.12.02

28.11.03

19.02.04

21.01.05

22.07.05

22.07.05

09.12.05

09.12.05

Vesting date

09.12.05

28.11.06

19.02.07

21.01.08

22.07.08

22.07.08

09.12.08

09.12.08

Expiry date

09.12.12

28.11.13

19.02.14

21.01.15

22.07.15

22.07.15

09.12.15

09.12.15

Exercise price

0.160

0.200

0.310

0.400

0.650

0.650

0.945

0.945

Inland revenue agreed valuation

0.101

0.148

0.140

0.116

0.400

0.400

0.945

Number

17,500

100,000

100,000

100,000

17,250

22,750

53,885

746,115

2003/04 allocation

2004/05 allocation

2004/05 allocation

2005/06 allocation

2005/06 allocation

Status

Approved EMI

Approved EMI

Approved EMI

Approved EMI

Unapproved

Grant date

19.02.04

21.01.05

22.07.05

09.12.05

09.12.05

Vesting date

19.02.07

21.01.08

22.07.08

09.12.08

09.12.08

Expiry date

19.02.14

21.01.15

22.07.15

09.12.15

09.12.15

Exercise price

0.310

0.400

0.650

0.945

0.945

Inland revenue agreed valuation

0.140

0.116

0.400

0.945

Number

40,000

60,000

40,000

61,490

75,510

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 making the disclosure or any person acting in concert with it:

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 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 making the disclosure, or any person acting in concert with it, 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

2 September

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;

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.