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Recommended Cash Offer by Inflection

22nd Jul 2016 12:23

RNS Number : 0062F

Superglass Holdings PLC

22 July 2016

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 OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

INFLECTION MANAGEMENT CORPORATION LIMITED ("Inflection")

for

SUPERGLASS HOLDINGS PLC ("Superglass")

Summary

• Inflection and Superglass are pleased to announce the terms of a recommended cash offer to be made by Inflection for the entire issued and to be issued ordinary share capital of Superglass (the "Offer").

• Under the terms of the Offer, Superglass Shareholders will be entitled to receive 5.6 pence in cash for each Superglass Share held.

• The Offer Price represents a premium of approximately:

o 114 per cent. to the Closing Price per Superglass Share of 2.62 pence on 21 July 2016 (being the last Business Day prior to the date of this Announcement);

o 74 per cent. to the three month average price per Superglass Share of 3.22 pence for the three months ended on 21 July 2016 (being the last Business Day prior to the date of this Announcement); and

o 12 per cent. to the price of 5 pence at which Superglass placed 125,000,000 Superglass Shares with institutional and sophisticated private investors on 14 October 2014.

• The Offer values the entire issued and to be issued ordinary share capital of Superglass at approximately £8.7 million.

• Inflection is an investment company incorporated in accordance with the laws and regulations of Cyprus. Mr Sergey Kolesnikov, the sole shareholder of Inflection, is also the President and managing partner of the TechnoNICOL group of companies, a leading Russian roofing and insulation group. Mr Kolesnikov and Inflection anticipate that Superglass is likely, over time, to become the leading distributor of TechnoNICOL Construction's products in the UK and Ireland. Accordingly, Mr Kolesnikov and Inflection have procured that TechnoNICOL Construction signs a distribution agreement with Superglass.

• The Superglass Directors, who have been so advised by N+1 Singer, consider the terms of the Offer to be fair and reasonable so far as the Superglass Shareholders are concerned. In providing its advice to the Superglass Directors, N+1 Singer has taken into account the commercial assessments of the Superglass Board.

• Accordingly, the Superglass Board has unanimously agreed to recommend that Superglass Shareholders accept the Offer as they have irrevocably undertaken to do (or procure is done) in respect of their own beneficial shareholdings of, in aggregate, 500,000 Superglass Shares, which represent approximately 0.32 per cent. of the share capital of Superglass in issue on 21 July 2016 (being the last Business Day prior to the date of this Announcement). Each of these irrevocable undertakings is binding in all circumstances (including in the event of a higher offer).

• Inflection has also received an irrevocable undertaking to accept the Offer from Peter Gyllenhammar in respect of a total of 59,583,572 Superglass Shares, representing approximately 38.32 per cent. of the share capital of Superglass in issue on 21 July 2016 (being the last Business Day prior to the date of this Announcement). This irrevocable undertaking is also binding in all circumstances (including in the event of a higher offer).

• In addition, irrevocable undertakings to accept the Offer have also been received by Inflection from Ennismore Fund Management Limited, River and Mercantile Asset Management LLP and W&R Barnett Limited in respect of 38,711,690 Superglass Shares in aggregate, representing approximately 24.89 per cent. of the share capital of Superglass in issue on 21 July 2016 (being the last Business Day prior to the date of this Announcement). Each of these irrevocable undertakings is binding save in the event of a higher offer.

• Accordingly, Inflection has received irrevocable undertakings to accept the Offer over, in aggregate, 98,795,262 Superglass Shares, representing approximately 63.53 per cent. of the share capital of Superglass in issue on 21 July 2016 (being the last Business Day prior to the date of this Announcement).

• Inflection is, on the same day as this Announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

• The Offer will be conditional upon, amongst other things, Inflection receiving valid acceptances (which have not been withdrawn) in respect of Superglass Shares which represent not less than 90 per cent. (or such lower percentage as Inflection may, subject to the Code, decide) in nominal value of Superglass Shares and of the voting rights attached to those shares.

This summary should be read in conjunction with, and is subject to, the following full text of this Announcement and the Appendices.

Commenting on the Offer, Sergey Kolesnikov, the sole shareholder of Inflection said:

"This transaction and the commercial partnership between Superglass and TechnoNICOL is a strategic opportunity for all parties, providing TechnoNICOL with a presence in the UK and Irish insulation markets. We are impressed with Superglass' management team and look forward to working with them."

Commenting on the Offer, Mark Cubitt, Chairman of Superglass said:

"This offer is good for all stakeholders in Superglass. For shareholders, it represents an all cash premium of 114% to the pre-deal announcement price and a meaningful premium to the 2014 Placing price; and for employees it offers the prospect of access to the opportunities, products, distribution channels and funding support of a much larger multinational player in the building materials market to build on the already significant progress made in the last year under the new management team."

The Offer will be subject to the Conditions and certain further terms of the Offer set out in Appendix I to this Announcement. Appendix II sets out the sources of information and bases of calculations used in this Announcement. Appendix III sets out the Superglass Profit Forecast. Appendix IV contains details of the irrevocable undertakings given to Inflection. Appendix V contains the definitions of certain terms used in this summary and the full text of this Announcement.

The Offer Document will be posted as soon as practicable and in any event within 28 days from the date of this Announcement, unless otherwise agreed with the Panel.

Enquiries:

Inflection Management Corporation Limited +44 (0) 131 516 5310

Christina Theodosiadou

Stockdale Securities Limited

Financial Adviser to Inflection +44(0) 20 7601 6100

Tom Griffiths

Edward Thomas

Superglass Holdings PLC +44 (0) 1786 451 170

Ken Munro (Chief Executive Officer)

N+1 Singer Advisory LLP

Financial Adviser, Nomad and Joint Broker to Superglass +44 (0) 20 7496 3000

Sandy Fraser

James White

Allenby Capital

Joint Broker to Superglass +44 (0) 20 3328 5656

David Hart

Charlotte Street Partners +44 (0) 131 516 5310

Media Enquiries

Robert Ballantyne

David Gaffney

Further information

Stockdale, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Inflection and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Inflection for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to Superglass and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Superglass for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Allenby Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Superglass and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Superglass for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SUPERGLASS SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

Cautionary Note Regarding Forward Looking Statements

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Superglass and Inflection believe that the expectations reflected in such forward looking statements are reasonable, neither Inflection nor Superglass, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither Inflection nor Superglass is under any obligation, and Inflection and Superglass expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Superglass and Inflection therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this Announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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).

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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information Relating to Superglass Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Superglass Shareholders, persons with information rights and other relevant persons for the receipt of communications from Superglass may be provided to Inflection during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Superglass confirms that, as at the date of this Announcement, it has 155,507,577 ordinary shares of 1 pence each in issue and admitted to trading on AIM under the ISIN reference GB00B7VSCQ18.

Superglass' share capital also includes 300,757 Convertible Shares, which are convertible at any time into 300,757 Superglass Shares. The Convertible Shares are not admitted to trading on AIM.

Publication of this Announcement

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Superglass' website at www.superglass.co.uk by no later than 12 noon on 25 July 2016.

Neither the content of Superglass' website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a regulatory information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

A hard copy of this announcement will shortly be sent to Superglass Shareholders and persons with information rights in the Company. In addition, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested free of charge by contacting the Registrars on 0371 664 0321, or by writing to them at Capita Asset Services, Corporate Actions, the Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

The Offer is subject to the provisions of the Takeover Code.

Overseas Superglass Shareholders

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Right to switch to a scheme of arrangement

Inflection reserves the right to elect, with the consent of the Takeover Panel, to implement the Offer by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, as an alternative to the Offer. In such an event the Offer would be implemented on the same terms or, if Inflection so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Offer, subject in each case to appropriate amendments to reflect the change in method of effecting the Offer.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

INFLECTION MANAGEMENT CORPORATION LIMITED ("Inflection")

for

SUPERGLASS HOLDINGS PLC ("Superglass")

1. Introduction

The boards of Inflection and Superglass are pleased to announce they have reached agreement on the terms of a recommended cash offer to be made by Inflection to acquire the entire issued and to be issued ordinary share capital of Superglass.

2. The Offer

The Offer, which will be subject to the terms and conditions set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document, will be made on the following basis:

for each Superglass Share 5.6 pence in cash

The Offer values the whole of the issued and to be issued ordinary share capital of Superglass at approximately £8.7 million.

The Offer represents an opportunity for all Superglass Shareholders to realise their investment at a meaningful premium to current market value.

The Offer Price represents a premium of approximately:

o 114 per cent. to the Closing Price per Superglass Share of 2.62 pence on 21 July 2016 (being the last Business Day prior to the date of this Announcement);

o 74 per cent. to the three month average price per Superglass Share of 3.22 pence for the three months ended on 21 July 2016 (being the last Business Day prior to the date of this Announcement); and

o 12 per cent. to the placing price of 5 pence at which Superglass placed 125,000,000 Superglass Shares with institutional and sophisticated private investors on 14 October 2014.

The Offer will extend to all Superglass Shares unconditionally allotted or issued and fully paid on the date of the Offer and any Superglass Shares which are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance or by such earlier date as Inflection may decide, subject to the Takeover Code, and not being earlier than the date on which the Offer becomes unconditional as to acceptances.

The Superglass Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

Superglass' share capital includes 300,757 Convertible Shares, which are convertible at any time into 300,757 Superglass Shares and 300,757 Deferred Shares of 24 pence each.

Superglass' share capital also includes 95,682,756 issued Deferred Shares held by Superglass Shareholders which are not subject to the Offer.

The Deferred Shares do not carry any entitlement to participate in the profits of the Company, have no rights to capital and do not carry any entitlement to receive notice of or attend and vote at any general meetings of the Company. Accordingly, the Deferred Shares are, for all practical purposes, valueless.

Inflection intends that the Deferred Shares will either be transferred to Inflection or repurchased by Superglass in accordance with the provisions of the articles of association of Superglass following the date when the Offer becomes or is declared unconditional in all respects.

3. Background to and reasons for the Offer

Mr Kolesnikov, the sole shareholder of Inflection, who is also the President and managing partner of the TechnoNICOL group of companies, considers Superglass to be a good strategic fit for a potential commercial partnership with the TechnoNICOL group, so as to provide the TechnoNICOL group with a presence in the UK and Irish insulation markets and to enrich the product portfolio and technical capabilities of both companies. Mr Kolesnikov and Inflection anticipate that Superglass is likely, over time, to become the leading distributor of TechnoNICOL Construction's products in the UK and Ireland. Accordingly, Mr Kolvesnikov and Inflection have procured that TechnoNICOL Construction signs a distribution agreement with Superglass, further details of which are set out in paragraph 19 below.

The Offer will also enable Superglass to benefit from the financial support and certainty that Inflection is able to provide which should be an attractive proposition for Superglass. In addition, the Offer gives all Superglass Shareholders the opportunity to exit at a substantial premium to the prevailing price of a Superglass Share thereby removing the uncertainty that Superglass' Shareholders may otherwise be subject to, given the relative illiquidity in Superglass Shares as well as the relatively volatile share price over the past two years.

Further details on Inflection's intentions in relation to Superglass will be contained in the Offer Document.

4. Irrevocable undertakings

Inflection has received irrevocable undertakings to accept the Offer, from those directors of Superglass who are also Superglass Shareholders, in respect of a total of 500,000 Superglass Shares, representing approximately 0.32 per cent. of Superglass' issued share capital. Each of these irrevocable undertakings is binding in all circumstances (including in the event of a higher offer).

Inflection has also received an irrevocable undertaking to accept the Offer from Peter Gyllenhammar in respect of 59,583,572 Superglass Shares, representing approximately 38.32 per cent. of Superglass' issued share capital. This irrevocable undertaking is also binding in all circumstances (including in the event of a higher offer).

In addition, irrevocable undertakings to accept the Offer have also been received by Inflection from Ennismore Fund Management Limited, River and Mercantile Asset Management LLP and W&R Barnett Limited in respect of 38,711,690 Superglass Shares in aggregate, representing approximately 24.89 per cent. of the share capital of Superglass in issue on 21 July 2016 (being the last Business Day prior to the date of this Announcement). Each of these irrevocable undertakings is binding save in the event of a higher offer.

Accordingly, Inflection has received irrevocable undertakings to accept the Offer over, in aggregate, 98,795,262 Superglass Shares, representing approximately 63.53 per cent. of the share capital of Superglass in issue on 21 July 2016 (being the last Business Day prior to the date of this Announcement).

Further details of the irrevocable undertakings received by Inflection are set out in Appendix IV to this Announcement.

5. Background to and reasons for the Superglass Board's recommendation

In October 2014, Superglass completed a placing of new ordinary shares to raise £6.25 million before expenses at a price of 5 pence per Superglass Share. The 2014 Placing was the most recent in a series of recapitalisation exercises designed to reduce the Superglass Group's indebtedness and to finance a major programme of capital investment at the Superglass manufacturing plant in Stirling. This investment was essential to reduce operating costs and to reposition Superglass to compete with the other leading participants in the UK glasswool insulation market. By late 2014, the UK market had experienced a prolonged period of price weakness and subdued demand. This resulted from a combination of the almost complete withdrawal of the UK Government-sponsored domestic energy efficiency schemes which were previously a primary source of baseload volume for all market participants and the after-effects of the financial crisis of 2008 which for several years dampened activity in both the new-build and the repair, maintenance and improvement ("RMI") segments of the UK housing market.

During the period since the 2014 Placing, Superglass has made substantial progress in implementing its turnaround plan, broadly as envisaged at the time of the placing. As predicted by Superglass, its decision to reduce overcapacity in the UK market by adopting a capacity-constrained production plan coupled with a strengthening of its balance sheet has contributed to a partial recovery in market pricing with significant price increases implemented in March 2015 and again in February 2016. Superglass' average selling prices have also benefitted from a focus on higher margin product lines and anticipated cost savings have been exceeded.

As a result, although still loss-making, in April 2016 Superglass reported a £1.4m improvement at the LBITDAE level for the six months ended 29 February 2016, compared with the equivalent period in 2015 and stated that it expected to report positive EBITDAE for the full year to 31 August 2016 for the first time since 2012 (2015: LBITDAE of £2.3m).

Notwithstanding the substantial progress reported since the 2014 Placing, Superglass has continued to report pre-tax losses. The Superglass Directors are aware that there remains an element of overcapacity in the UK glasswool insulation market and that Superglass' financial resources are modest by comparison with its principal competitors. Accordingly, the pathway to full implementation of the Superglass Board's turnaround plan continues to carry some risk.

The UK's recent decision to vote to leave the European Union has added a new layer of operational and financial risk as it is impossible at this stage to predict what impact the referendum result may have on activity levels in the short and medium term in the new-build and RMI segments of the housing market. Furthermore, as Superglass typically operates with a forward order book of between two and four weeks, the Superglass Board is likely to have limited advance warning of any such impact.

The Superglass Directors are also conscious that Superglass must continue to invest in its manufacturing plant in order to maintain its competitive market position. The Superglass Directors are currently exploring the feasibility of a capital project which they have been advised could generate incremental annual cost savings in excess of £700,000 for a capital outlay of approximately £2.7 million. However, funding for this project is not currently in place and would fall outside the scope and quantum of Superglass' currently available debt facilities. Thereafter, the next major planned capital project is for 2019/20, when Superglass' sole operating furnace will need to be replaced at an estimated capital cost of £4.0 million. Superglass' capacity to finance that investment without further recourse to its shareholders will depend upon the strength of its operating cashflows in the intervening period.

The Superglass Directors have long held the view that, for a company of Superglass' size, the public disclosure requirements attaching to quoted company status, resulting in Superglass' financial and trading position being a matter of public record for customers, competitors and suppliers, have materially disadvantaged management's efforts to stabilise the business and implement the turnaround plan. Quoted status also carries significant administrative and compliance costs which have been an additional drain on cash at a time when Superglass could ill afford it. The Superglass Directors also believe that Superglass' status as a supplier of a limited product range operating from a single manufacturing plant represents a strategic challenge which they have been in the process of attempting to address in order to build a sustainable long term future for Superglass.

The Offer provides all Superglass Shareholders with the certainty of a cash exit at a meaningful premium to the 2014 Placing Price and the prevailing price of a Superglass Share and also, in the opinion of the Superglass Directors, has the potential to address the business risks and weaknesses identified above, as further described under paragraph 11 below headed "Future intentions for Superglass, its management and employees".

6. Recommendation

Having regard to all of the factors identified above, the Superglass Directors, who have been so advised by N+1 Singer, consider the terms of the Offer to be fair and reasonable so far as the Superglass Shareholders are concerned. In providing advice to the Superglass Directors, N+1 Singer has taken into account the commercial assessments of the Superglass Directors.

7. Information on Inflection and on TechnoNICOL

Inflection is an investment company incorporated in Cyprus which is wholly owned by Mr Kolesnikov. Mr Kolesnikov, a resident of Russia, is the President, managing partner and 50 per cent. beneficial owner of the TechnoNICOL group of companies, a leading Russian roofing and insulation group, which is among the top 100 largest privately held groups in Russia, whose revenues for the year ended 31 December 2015 exceeded £700 million. The TechnoNICOL group has over 40 plants located in Russia and Eastern/Western Europe and strong market positions in various materials submarkets.

8. Information on Superglass

Superglass is the UK's leading independent manufacturer of glass wool and mineral fibre insulation solutions and operates from its head office and sole manufacturing plant on the Thistle Industrial Estate in Stirling. Formed in 1987, the business grew quickly during the 1990s and early 2000s. Following a management buy-out in 2005 backed by NBGI and Investec Bank plc, Superglass floated on the London Stock Exchange in 2007. Superglass' track record as a quoted company has been disappointing and, especially between 2011 and 2014 was punctuated by a succession of refinancings against a background of exceptional operational and trading challenges which resulted in material capital losses for both equity and debt providers. More recently, Superglass' trading position has begun to stabilise, as a result of management initiatives to reposition the business to focus on construction markets, a controlled programme of capital investment to improve operating efficiency and a relentless focus on driving down operating costs. For the year ended 31 August 2015, Superglass reported a reduced loss at the EBITDAE level of £2.3m (2014: £3.2m) on turnover of £20.8m (2014: £23.5m). The statutory loss before taxation for the year was £9.4m (2014: £6.8m) and net assets at the financial year-end were £14.2m (2014: £17.1m). Since that date, the Superglass Group's trading position has continued to improve as further described under "Background to and reasons for the Superglass Board's recommendation" above.

9. Current trading and prospects and profit forecast of Superglass

As noted under paragraph 5 above headed "Background to and reasons for the Superglass Board's recommendation", within the announcement of Superglass' interim results for the six months ended 29 February 2016 released on 29 April 2016, the Superglass Directors stated that Superglass "expects to report positive EBITDAE for the full year to 31 August 2016 for the first time since 2012 (2015 full year: LBITDAE of £2.3m)."

Trading since the end of April 2016 has been in line with the Board's expectations and, pursuant to Rule 28.1(c)(i) of the Code, the Superglass Directors confirm that the above statement remains valid, that it has been properly compiled on the basis of the assumptions stated and that the basis of accounting used in making the profit forecast is consistent with Superglass' accounting policies. Further details of the above statement, which constitutes a profit forecast for the purposes of Rule 28 of the Takeover Code, including the basis of preparation and the assumptions used in making the statement are set out in Appendix III to this Announcement.

As also noted under paragraph 5 above, notwithstanding the substantial progress reported since the 2014 Placing, Superglass has continued to report pre-tax losses. The Superglass Directors are aware that there remains an element of overcapacity in the UK glasswool insulation market and that Superglass' financial resources are modest by comparison with its principal competitors. Accordingly, the pathway to full implementation of the Board's turnaround plan continues to carry some risk.

10. Financing of the Offer

The cash consideration payable by Inflection under the terms of the Offer will be financed by Inflection out of existing cash resources. In addition, Inflection has entered into the Shareholder Loan Facility further described at paragraph 18 below under which, subject to the Offer becoming unconditional, Inflection will provide funding of up to £4.5 million for Superglass' working capital requirements on a continuing basis, including the repayment of all amounts then outstanding under Superglass' existing loan facilities with Close Brothers, in the event that Close Brothers terminates its existing loan facilities with Superglass as a consequence of the change of control provisions which are expected to be triggered by the Offer becoming or being declared unconditional in all respects.

Stockdale, as UK financial adviser to Inflection, is satisfied that sufficient resources are available to Inflection to satisfy in full the cash consideration payable to Superglass Shareholders under the Offer.

11. Future intentions for Superglass, its management and employees

Inflection attaches great importance to the skills, expertise and knowledge of the existing management and employees of Superglass and, assuming that the Offer becomes unconditional, envisages both that operations will continue from Superglass' head office and manufacturing plant in Stirling under the existing management structure and that the ongoing development and expansion of the business will be implemented under the leadership of the current CEO, Ken Munro.

Upon the Offer becoming unconditional, Superglass will under Inflection's ownership become closely associated with the TechnoNICOL group of companies. Crucially from Superglass' perspective, Mr Kolesnikov and Inflection have confirmed to the Superglass Board their anticipation that Superglass is likely, over time, to become the leading distributor of TechnoNICOL Construction's products in the UK and Ireland and on 21 July 2016 a subsidiary of Superglass and TechnoNICOL Construction entered into the Distribution Agreement summarised in paragraph 19 below.

Inflection confirms that if the Offer is declared unconditional in all respects, it intends to safeguard fully the existing employment and pension rights of all Superglass' management and employees in accordance with applicable law and to comply with Superglass' pension obligations for existing employees and members of Superglass' pension schemes. Inflection's current plans for Superglass do not involve any material change in the conditions of employment of its employees.

If the Offer is declared unconditional in all respects, Mark Cubitt and Jan Halstrom, non-executive directors, will step down from the Superglass Board and Inflection may nominate new directors to the Superglass Board.

Following completion of the Offer, the existing resources of Superglass, including its principal locations and deployment of its assets, will be reviewed from time to time in the light of Superglass' on-going requirements.

The remuneration committee of Superglass has also agreed that Ken Munro, Chris Lea and Mark Atherton (being the Chief Executive, the former Finance Director and the Production Director of Superglass respectively) will each be entitled to a cash bonus equivalent to 20 per cent. of their respective annual base salaries, representing £35,000, £26,000 and £22,000 respectively, payable upon the Offer being declared wholly unconditional, such bonus being paid in recognition of their achievements over the past year and the significant additional work carried out by them in respect of the Offer.

N+1 Singer has advised Superglass that it considers the terms of the management bonuses to be fair and reasonable. Further details of the management bonuses will be set out in the Offer Document.

12. Superglass Share Options and Convertible Shares

The Offer will extend to any Superglass Shares issued or unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier date as Inflection, subject to the Code, may decide).

If the Offer becomes or is declared unconditional in all respects and the holder of the Convertible Shares has not before then exercised its right to convert its entire holding of Convertible Shares into Ordinary Shares, Inflection intends to make appropriate proposals pursuant to Rule 15 of the Code to the holder of the Convertible Shares. The Panel has waived the requirement for Inflection to make any proposals pursuant to Rule 15 of the Code to the Option Holders.

13. Cancellation of admission to trading on AIM, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and Inflection has, by virtue of acceptances of the Offer, acquired or agreed to acquire Superglass Shares carrying at least 75 per cent. of the voting rights attaching to the issued share capital of Superglass, Inflection intends to procure that Superglass will make an application for the cancellation of admission of Superglass Shares to trading on AIM.

Inflection also confirms that it is its current intention, if the Offer becomes or is declared unconditional in all respects with Inflection holding less than 75 per cent. of such voting rights, in the short to medium term, to procure that Superglass seeks Superglass Shareholders' consent to make an application for the cancellation of admission to trading of Superglass Shares on AIM. It is anticipated that the cancellation of admission to trading of Superglass Shares on AIM will take effect no earlier than 20 Business Days following the making of such application and notifying the London Stock Exchange of such cancellation date.

The cancellation of the admission to trading of Superglass Shares on AIM would significantly reduce the liquidity and marketability of any Superglass Shares in respect of which the Offer has not been accepted at that time.

If Inflection receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Superglass Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Superglass Shares to which the Offer relates, Inflection will exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Superglass Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and admission to trading on AIM of Superglass Shares having been cancelled, Superglass will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

14. Offer Document

The Offer will be subject to the Conditions and certain further terms set out or referred to in Appendix I to this Announcement, and subject to the further terms to be set out in full in the Offer Document together with, for Superglass Shares held in certificated form, the Form of Acceptance, when issued.

It is expected that the Offer Document and the Form of Acceptance will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of the date of this Announcement. The Offer Document will be made available to all Superglass Shareholders, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at no charge to them on Superglass' website at www.superglass.co.uk.

The Offer Document will contain important information on the Offer and on how Superglass Shareholders may accept it and, accordingly, all Superglass Shareholders are urged to read the Offer Document and (in the case of Superglass Shareholders holding Superglass Shares in certificated form) the accompanying Form of Acceptance when published and/or received.

15. Overseas Superglass Shareholders

The availability of the Offer to persons not resident in, and not citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.

Persons who are not resident in, or not citizens of, the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Overseas Superglass Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Superglass Shareholders will be contained in the Offer Document.

16. Opening Position Disclosure

Inflection confirms that it is making on the date of this Announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

17. Offer-related arrangements

Confidentiality Agreement

Superglass and Inflection entered into the Confidentiality Agreement pursuant to which each party has undertaken to, amongst other things: (i) keep confidential information made available by the other party confidential and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation; and (ii) comply with customary non-solicitation provisions other than in connection with ordinary course matters unconnected with the Offer.

18. Shareholder Loan Facility

Superglass has requested that Close Brothers waive the change of control provisions contained with the existing credit facilities that it has made available to Superglass, in the event the Offer becomes wholly unconditional.

In light of this and in order to be in a position to recommend the Offer, the Superglass Board needs to secure alternative funding in the event that Close Brothers terminates its existing loan facilities with Superglass pursuant to the change of control provisions which are expected to be triggered by the Offer becoming or being declared unconditional in all respects. Superglass and Inflection have therefore entered into the Shareholder Loan Facility pursuant to which Inflection will provide a term debt facility of £4.5 million, which, on satisfaction of the conditions precedent thereto including the Offer becoming wholly unconditional, may be utilised by Superglass upon short notice. The Shareholder Loan Facility is permitted to be used to refinance the existing facilities made available to Superglass by Close Brothers and for working capital purposes.

Superglass has agreed to provide security in respect of the Shareholder Loan Facility.

19. Distribution Agreement

On 21 July 2016 Superglass Insulation Limited (a wholly owned subsidiary of Superglass) and TechnoNICOL Construction entered into a distribution agreement pursuant to which Superglass is to be appointed the non-exclusive distributor of TechnoNICOL Construction's full range of products in the United Kingdom and Ireland (the "Territory") for an initial term of 5 years. Under the agreement, Superglass and TechnoNICOL Construction are to agree a line of private label products in respect of which Superglass will be the exclusive distributor in the Territory. The agreement will come into force only if the Offer becomes wholly unconditional or, if the Offer is executed by way of a scheme of arrangement, upon that scheme becoming effective in accordance with its terms.

20. General

The Offer Document setting out details of the Offer will be sent to Superglass Shareholders (other than Overseas Superglass Shareholders in Restricted Jurisdictions) and persons with information rights as soon as practicable and in any event within 28 days from the date of this Announcement, unless otherwise agreed with the Panel.

Stockdale is financial adviser to Inflection for the purposes of the Offer.

21. Documents on display

Copies of this Announcement and the following documents will, by no later than 12:00 noon on the Business Day following the date of this Announcement, be made available on Superglass' website at www.superglass.co.uk until the date on which the Offer becomes unconditional as to acceptances:

· the Confidentiality Agreement; and

· the irrevocable undertakings referred to in paragraph 4 above and described in Appendix IV to this Announcement.

22. Enquiries

Inflection Management Corporation Limited +44 (0) 131 516 5310

Christina Theodosiadou

Stockdale Securities Limited

Financial Adviser to Inflection +44(0) 20 7601 6100

Tom Griffiths

Edward Thomas

Superglass Holdings PLC +44 (0) 1786 451 170

Ken Munro (Chief Executive Officer)

N+1 Singer Advisory LLP

Financial Adviser, Nomad and Broker to Superglass +44 (0)20 7496 3000

Sandy Fraser

James White

Allenby Capital

Joint Broker to Superglass +44 (0)20 3328 5656

David Hart

Charlotte Street Partners +44 (0) 131 516 5310

Media Enquiries

Robert Ballantyne

David Gaffney

Appendices (as relevant):

I Conditions and certain further terms of the Offer

II Sources of information and bases of calculations

III The Superglass Profit Forecast

IV Details of irrevocable undertakings

V Definitions

Cautionary Note Regarding Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Inflection and Superglass may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Superglass and certain plans and objectives of the Superglass Board and the Inflection Director with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Superglass Board and/or the Inflection Director in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Superglass and Inflection believe that the expectations reflected in such forward looking statements are reasonable, neither Inflection nor Superglass, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither Inflection nor Superglass is under any obligation, and Inflection and Superglass expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Superglass and Inflection therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this Announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

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 Takeover 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. You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information Relating to Superglass Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Superglass Shareholders, persons with information rights and other relevant persons for the receipt of communications from Superglass may be provided to Inflection during the offer period as requested under Section 4 of Appendix 4 to comply with Rule 2.12(c) of the Code.

Rule 2.10 Disclosure

Superglass' share capital also includes 300,757 Convertible Shares, which are convertible at any time into 300,757 Superglass Shares. The Convertible Shares are not admitted to trading on AIM.

Overseas Superglass Shareholders

Publication of this Announcement

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.2 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Superglass' website at www.superglass.co.uk by no later than 12 noon on 25 July 2016.

Neither the content of Inflection's nor Superglass' websites nor the content of any websites accessible from hyperlinks on such websites (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

A hard copy of this Announcement will be sent to Superglass Shareholders and persons with information rights in the Company in the near future. In addition, a hard copy of this Announcement (and any information incorporated by reference in this Announcement) may be requested free of charge by contacting the Registrars on 0371 664 0321, or by writing to them at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Superglass Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

The Market Abuse Regulations

The Market Abuse Regulations (MAR) became effective from 3 July 2016. Market Soundings, as defined in MAR, were taken in respect of the Offer with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

CONDITIONS OF THE OFFER

The Offer will be subject to the following Conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Inflection may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Inflection may decide) (1) in nominal value of Superglass Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this Condition shall not be satisfied unless Inflection shall have acquired or agreed to acquire, pursuant to this Offer or otherwise, Superglass Shares carrying more than 50 per cent. of the voting rights normally exercised at a general meeting of Superglass. For the purposes of this Condition:

(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Superglass;

(ii) the expression "Superglass Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006; and

(iii) valid acceptances shall be treated as having been received in respect of any Superglass Shares that Inflection shall, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act 2006, have acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

(b) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition of control of Superglass, by Inflection, void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same in each case to an extent which is material in the context of the Wider Superglass Group, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or require material amendment to the terms of the Offer;

(ii) require, prevent or materially delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Inflection or by any member of the Wider Superglass Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material in the context of Inflection or the Wider Superglass Group taken as a whole;

(iii) impose any material limitation on, or result in a material delay in, the ability of Inflection, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the Wider Superglass Group or to exercise management control over any such member to an extent which is material in the context of Inflection or the Wider Superglass Group taken as a whole;

(iv) save as pursuant to Chapter 3 of Part 28 of the Companies Act 2006 and to an extent which is material, require Inflection or any member of the Wider Superglass Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) owned by any third party in, or any asset owned by, any member of the Wider Superglass Group;

(v) result in a material delay in the ability of Inflection, or render it unable to a material extent, to acquire some or all of the Superglass Shares or require a divestiture by Inflection of any shares or other securities (or the equivalent) in Superglass;

(vi) materially limit the ability of any member of the Wider Superglass Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of Inflection or any other member of the Wider Superglass Group;

(vii) result in any material member of the Wider Superglass Group or Inflection ceasing to be able to carry on business under any name which it presently does so; or

(viii) otherwise adversely affect the businesses, assets, liabilities, profits or prospects of Inflection or any member of the Wider Superglass Group (including any action which would or might adversely affect or prejudice any of the licences, authorisations, exemptions or consents of Inflection or any member of the Wider Superglass Group), in a manner which is material in the context of Inflection or the Wider Superglass Group taken as a whole, and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(c) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals ("Authorisations") in any jurisdiction reasonably deemed necessary or appropriate by Inflection for or in respect of the Offer or the proposed acquisition of all or any Superglass Shares or other securities in, or control of, Superglass by Inflection having been obtained on terms and in a form reasonably satisfactory to Inflection from all appropriate Third Parties or persons with whom any member of the Wider Superglass Group has entered into contractual arrangements where the absence of such Authorisations would have a materially adverse effect on Inflection or the Wider Superglass Group taken as a whole, as the case may be, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider Superglass Group where such business is material in the context of the Wider Superglass Group taken as a whole remaining in full force and effect at the time at which the Offer has been declared or has become unconditional in all respects and there being no indication of any intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or review any of the same where such revocation, withdrawal, suspension, restriction, withholding, modification or failure to grant or review would be material in the context of the Wider Superglass Group or Inflection, as the case may be, and all necessary statutory and regulatory obligations in any jurisdiction having been complied with by the Wider Superglass Group;

(d) all necessary or appropriate filings or applications having been made by the Wider Superglass Group in connection with the Offer, and all necessary or appropriate waiting periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by Inflection of any shares or other securities in, or control of, Superglass;

(e) except as Disclosed, there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Superglass Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition by Inflection of any shares or other securities (or the equivalent) in Superglass or because of a change in the control or management of Superglass or any member of the Wider Superglass Group, which would or is reasonably likely to result in, to an extent which would or might reasonably be expected to be material in the context of the Wider Superglass Group taken as a whole:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Superglass Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Superglass Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider Superglass Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Superglass Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Wider Superglass Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or affected;

(vi) the value of any member of the Wider Superglass Group or its financial or trading position or profits or prospects being prejudiced or adversely affected;

(vii) any member of the Wider Superglass Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or assumption of any liability, actual or contingent, by any member of the Wider Superglass Group, and no event having occurred, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Superglass Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, which would or would be reasonably likely to result in any of the events referred to in sub-paragraphs (i) to (vii) of this condition;

(f) except as Disclosed, no member of the Wider Superglass Group having since 31 August 2015:

(i) save as between Superglass and wholly-owned subsidiaries of Superglass, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii) sold or transferred or agreed to sell or transfer any Superglass Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Superglass to Superglass or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Offer (and save for transactions between Superglass and its wholly owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case;

(v) (save for transactions between Superglass and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(vi) (save as between Superglass and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) (save as between transactions between Superglass and its wholly-owned subsidiaries) issued, authorised, proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or incurred or increased any indebtedness other than in the ordinary course of business;

(viii) (save for transactions between members of the Superglass Group) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix) entered into, implemented, effected, varied, authorised, proposed or announced its intention to enter into, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(x) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or is reasonably likely to be restrictive on the business of the Wider Superglass Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, in each case which is, or is reasonably likely to be, material in the context of the Wider Superglass Group;

(xi) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the Wider Superglass Group;

(xii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the Wider Superglass Group;

(xiii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) agreed or consented to, any change to the trustees of any pension scheme, including the appointment of a trust corporation, to an extent in any such case which is material in the context of the Wider Superglass Group taken as a whole;

(xv) been unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business which is material in the context of the Wider Superglass Group taken as a whole;

(xvi) (other than in respect of a member of the Wider Superglass Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xvii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Superglass Group or Inflection and which is material in the context of the Wider Superglass Group taken as a whole other than to a nature and extent which is normal in the context of the business concerned;

(xviii) waived or compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Superglass Group;

(xix) made any alteration to its memorandum or articles of association or other constitutional documents which is material in the context of the Offer;

(g) except as Disclosed since 31 August 2015:

(i) no adverse change or deterioration has occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Superglass Group which is material in the context of the Offer or the Wider Superglass Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Superglass Group or to which any member of the Wider Superglass Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider Superglass Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider Superglass Group in each case which might reasonably be expected to have a material adverse effect on the Wider Superglass Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to Inflection which would or might reasonably be expected to materially and adversely affect the Wider Superglass Group taken as a whole;

(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Superglass Group, which is necessary for the proper carrying on of its business in the form carried on as at the date of this Announcement and the withdrawal, cancellation, termination or modification of which is reasonably likely to materially and adversely affect the Wider Superglass Group taken as a whole;

(h) except as Disclosed, Inflection not having discovered:

(i) that any financial, business or other information concerning the Wider Superglass Group publicly announced, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading to a material extent in the context of the Wider Superglass Group taken as a whole;

(ii) that any present member of the Wider Superglass Group is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and financial statements for Superglass for the year ending 31 August 2015 and which is material in the context of the Wider Superglass Group taken as a whole; and

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Superglass Group and which is material in the context of the Wider Superglass Group taken as a whole;

(i) Inflection not having discovered, except as Disclosed, that:

(i) any past or present member of the Wider Superglass Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction with regard to the use, treatment, storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or that there has otherwise been a material emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) which would, in any case, be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Superglass Group and which is material in the context of the Wider Superglass Group taken as a whole;

(ii) there is or is reasonably likely to be any liability (whether actual or contingent) on the part of any past or present member of the Wider Superglass Group to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Superglass Group, under any environmental legislation, regulation, notice, circular or order of any Third Party which is material in the context of the Wider Superglass Group taken as a whole; or

(iii) circumstances exist (whether as a result of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Superglass Group would be reasonably likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability on a member of the Wider Superglass Group to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any member of the Wider Superglass Group, which is material in the context of the Wider Superglass Group taken as a whole.

For the purposes of these Conditions, "Disclosed" means information fairly disclosed in (i) the annual report and financial statements of Superglass for the year ended 31 August 2015, (ii) the interim results of Superglass for the six months ended 29 February 2016, (iii) any public announcement by Superglass to a Regulatory Information Service on or before 5 p.m. on the Business Day prior to the date of this Announcement since 31 August 2015, or (iv) writing to Inflection (in sufficient detail to allow Inflection to identify the nature and scope of the relevant fact, matter or circumstance) on or before 5 p.m. on the Business Day prior to the date of this Announcement.

Certain further terms of the Offer

The Offer will be subject to certain further terms, including:

(a) Subject to the requirements of the Panel, Inflection reserves the right to waive all or any of Conditions (b) to (i) (inclusive) above, in whole or in part. Conditions (b) to (i) (inclusive) must be fulfilled or waived by midnight on the 21st day after the later of the date which is 21 days after the date of the Offer Document and the date on which Condition (a) is fulfilled (or such later date as the Panel may agree). Inflection shall be under no obligation to waive or treat as fulfilled any of Conditions (b) to (i) (inclusive) by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

(b) At such time as the Condition in paragraph (a) has been satisfied, Inflection will declare the Offer unconditional in all respects unless it has at that time notified the Panel and Superglass of some fact or circumstance which entitles (or might reasonably be expected with further investigation to entitle) it to declare the Offer to have lapsed in reliance on some other Condition.

(c) Superglass Shares which will be acquired under the Offer will be acquired by Inflection fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other third party interests and rights of any nature whatsoever and together with all rights now or hereafter attaching to them, including, without limitation, the right to receive and retain all dividends and other distributions (if any) declared, paid or made after the date of this Announcement. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Superglass in respect of a Superglass Share on or after the date of this announcement, Inflection reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offer in respect of a Superglass Share, except insofar as the Superglass Share is or will be transferred pursuant to the Offer on a basis which entitles Inflection alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Superglass Share, will be obliged to account to Inflection for the amount of such dividend and/or distribution and/or return of capital.

(d) If Inflection is required by the Panel to make an offer for Superglass Shares under the provisions of Rule 9 of the Code, Inflection may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

(e) Under Rule 13.5 of the Code, Inflection may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Inflection in the context of the Offer. The condition contained in paragraph (a) is not subject to this provision of the Code.

(f) Inflection reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a Scheme of Arrangement. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

(g) If the Offer lapses it will cease to be capable of further acceptance. Superglass Shareholders who have accepted the Offer and Inflection shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(h) The Offer will lapse if there is a Phase 2 CMA Reference, or the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a Phase 2 CMA Reference before 1.00 p.m. on the first closing date or the date on which the Offer becomes unconditional as to acceptances, whichever is later.

(i) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(j) The Offer is being governed by English law and is subject to the Conditions and certain further terms set out or referred to in this Appendix I and is also subject to the further terms to be set out in full in the Offer Document together with, for Superglass Shares held in certificated form (that is, not in CREST), the Form of Acceptance and such further terms as may be required to comply with the Code and other applicable law. The Offer will comply with the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Code.

(k) Unless otherwise determined by Inflection and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facilities of a national securities exchange of, any Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a) financial information relating to the Superglass Group has been extracted or derived (without material adjustment) from the audited consolidated annual report and financial statements of Superglass for the year ended 31 August 2015 and the unaudited consolidated interim financial statements of Superglass for the six months ended 29 February 2016;

(b) information relating to Inflection has been provided by the Inflection Directors;

(c) the value attributed to Superglass' existing issued share capital is based on the Offer Price and the number of Superglass Shares currently in issue and those to be issued as referred to in paragraph (e) below;

(d) the percentage holdings in the issued share capital of Superglass are calculated on the basis of the number of Superglass Shares held by a Superglass Shareholder and the number of Superglass Shares currently in issue referred to in paragraph (e) below and, if dilutive, those additional Superglass Shares that are also referred to in paragraph (e) below, as appropriate;

(e) as at the date of this Announcement, there are 155,507,577 Superglass Shares in issue. The ISIN reference for Superglass Shares is GB00B7VSCQ18. Superglass' share capital also includes 50,189,431 issued deferred shares of 19p each, 14,985,748 issued deferred shares of 20p each and 30,507,577 issued deferred shares of 24p each in the capital of Superglass held by Superglass Shareholders. A further 2,494,875 Superglass Shares are the subject of outstanding options under the Share Plans, which are expected to lapse as a result of the Offer. Superglass' share capital also includes 300,757 Convertible Shares, which are convertible at any time into 300,757 Superglass Shares and 300,757 Deferred Shares of 24 pence each; and

(f) share prices for Superglass Shares are based on the closing middle market quotations as derived from the Daily Official List for the particular dates concerned.

APPENDIX III

THE SUPERGLASS PROFIT FORECAST

Within the announcement of Superglass' interim results for the six months ended 29 February 2016 released on 29 April 2016, the Superglass Directors stated that Superglass "expects to report positive EBITDAE for the full year to 31 August 2016 for the first time since 2012 (2015 full year: LBITDAE of £2.3m)."

The above statement constitutes a profit forecast for the purposes of Rule 28 of the Takeover Code.

The Superglass Directors have chosen to make a forecast of EBITDAE because, in their view, EBITDAE is a key metric that provides a clear and consistent presentation of the underlying results of Superglass' ongoing business for shareholders and investors.

Basis of preparation

The Superglass Directors confirm that the Superglass Profit Forecast has been properly compiled on the assumptions stated below and on a basis consistent with the accounting policies of Superglass, which are in accordance with IFRS and are those that Superglass will apply in preparing its financial statements for the 2016 financial year.

The Superglass Directors have prepared the Superglass Profit Forecast on the basis of the published unaudited interim results for the six months ended 29 February 2016, the unaudited management accounts for the months of March, April and May 2016 and a forecast outcome for the balance of the financial year ending 31 August 2016. In confirming the profit forecast, the Superglass Directors have made the following assumptions, all of which are outside Superglass' influence or control:

· There will be no material interruption to production at Superglass' manufacturing plant as a result of fire or mechanical failure;

· Superglass' customers' current buying patterns will continue for the remainder of the 2016 financial year; and

· There will be no changes in legislation or regulatory requirements that would have a material adverse impact on Superglass' operations or its accounting policies.

The Superglass Profit Forecast excludes the costs associated with and ongoing impact of the Offer.

Superglass Directors' confirmation

The Superglass Directors have considered the Superglass Profit Forecast and confirm that it remains valid as at the date of this Announcement and that it has been properly compiled on the basis set out above and that the basis of accounting used is consistent with Superglass' accounting policies.

APPENDIX IV

DETAILS OF IRREVOCABLE UNDERTAKINGS

Part A: Superglass Directors

The following Superglass Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of issued Superglass Shares:

Name	Number of Superglass Shares	Percentage of issued share capital
Mark Cubitt	250,000	0.16
Ken Munro	250,000	0.16

These irrevocable undertakings will remain binding in the event of a competing offer being made unless the Offer Document is not published within 28 days of the date of this Announcement or the Offer lapses or is otherwise withdrawn.

Part B: Other Superglass Shareholders

The following Superglass Shareholders have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of Superglass Shares:

Name	Number of Superglass Shares	Percentage of issued share capital
Peter Gyllenhammar	59,583,572	38.32
Ennismore Fund Management Limited	17,407,088	11.19
River and Mercantile Asset Management LLP	13,857,585	8.91
W&R Barnett Limited	7,447,017	4.79

The irrevocable undertaking from Peter Gyllenhammar will remain binding in the event of a competing offer being made unless the Offer Document is not published within 28 days of the date of this Announcement or the Offer lapses or is otherwise withdrawn.

The remaining undertakings will remain binding in the event of a competing offer being made unless the value of such competing offer is an improvement of more than 10 per cent. of the value of the consideration under the Offer and is not matched or bettered by Inflection (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Offer Document is not published within 28 days of the date of this Announcement or the Offer lapses or is otherwise withdrawn.

APPENDIX V

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise:

"2014 Placing"	the placing of new ordinary shares to raise £6.25 million before expenses at a price of 5 pence per Superglass Share completed in October 2014;
"AIM"	the AIM Market of the London Stock Exchange;
"AIM Rules"	the AIM Rules for Companies as published by the London Stock Exchange (as amended from time to time);
"Allenby Capital"	Allenby Capital Limited, joint broker to Superglass;
"Announcement"	this announcement of the Offer made in accordance with Rule 2.7 of the Code;
"Business Day"	any day not being a Saturday, Sunday or public holiday, on which banks are normally open for business in the City of London;
"in certificated form"	a share or other security which is not in uncertificated form (that is, not in CREST);
"Close Brothers"	together Close Invoice Finance Limited and Close Leasing Limited;
"Closing Price"	the closing middle market price of a Superglass Share, as applicable, and in each case as derived from the Daily Official List;
"Code" or "Takeover Code"	the City Code on Takeovers and Mergers issued by the Panel, and references to a "Rule" shall be to the rules of the Code;
"Companies Act 2006"	the Companies Act 2006 (as amended from time to time);
"Conditions"	the conditions of the Offer as set out or referred to in Appendix I to this Announcement;
"Confidentiality Agreement"	the mutual confidentiality agreement between Superglass and Inflection entered into on 6 June 2016;
"Convertible Shares"	convertible shares of 25 pence each in the capital of Superglass;
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations);
"Daily Official List"	the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure"	has the same meaning as in Rule 8 of the Code;
"Deferred Shares"	the deferred shares of 19 pence, 20 pence and 24 pence each in the capital of Superglass;
"Distribution Agreement"	the distribution agreement between Superglass Insulation Limited and TechnoNICOL Construction dated 21 July 2016 as summarised in paragraph 19 of this Announcement;
"EBITDAE"	earnings before interest, taxes, depreciation, amortization and exceptional items;
"Euroclear"	Euroclear UK & Ireland Limited;
"Financial Conduct Authority" or "FCA"	the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA, including its successor(s) from time to time;
"Form of Acceptance"	the form of acceptance and authority relating to the Offer which (in the case of Superglass Shareholders who hold their Superglass Shares in certificated form) will accompany the Offer Document;
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time);
"IFRS"	the International Financial Reporting Standards;
"in certificated form"	a share or other security which is not in uncertificated form (that is, not in CREST);
"Inflection"	Inflection Management Corporation Limited, a limited company incorporated in Cyprus with company number HE 342032 and whose registered office address is at 3, Afentrikas, Office 102-3, 6018, Larnaca, Cyprus;
"Inflection Directors"	the board of directors of Inflection;
"LBITDAE"	losses before interest, taxes, depreciation, amortization and exceptional items;
"London Stock Exchange"	London Stock Exchange plc, a public company incorporated in England and Wales under number 2075721, together with any successors thereto;
"N+1 Singer"	N+1 Singer Advisory LLP, financial adviser to Superglass;
"NBGI"	NBGI Private Equity Ltd;
"Offer"	the recommended offer being made by Inflection at the Offer Price, to acquire the entire issued and to be issued share capital of the Company on the terms and subject to the Conditions which will be set out in the Offer Document and (where applicable) the Form of Acceptance and including, where the context so requires, any subsequent revision, variation, extension or renewal of, or election available under, such offer;
"Offer Document"	the formal document setting out the full terms and conditions of the Offer to be posted to Superglass Shareholders (other than certain Overseas Superglass Shareholders) shortly;
"Offer Price"	the consideration for the Offer, being 5.6p in cash for each Superglass Share;
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code;
"Option Holders"	the individuals holding options that are subsisting and have not lapsed under either or both of the Share Plans;
"Overseas Superglass Shareholders"	Superglass Shareholders who are resident in, or nationals or citizens of, jurisdictions outside the UK or who are nominees of, or custodians, or trustees for, Superglass Shareholders who are citizens, residents or nationals of countries other than the UK;
"Panel" or "Takeover Panel"	the UK Panel on Takeovers and Mergers;
"Phase 2 CMA Reference"	a reference of an offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 of the Enterprise and Regulatory Reform Act 2013;
"Registrars"	Capita Asset Services, the registrars of Superglass;
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended from time to time);
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction;
"Shareholder Loan Facility"	the shareholder loan between Inflection and Superglass dated 20 July 2016 as summarised in paragraph 18 of this Announcement;
"Share Plans"	Superglass' Performance Share Plan and Company Share Option Plan;
"Stockdale"	Stockdale Securities Limited, financial adviser to Inflection;
"subsidiary", "subsidiary undertaking" and "undertaking"	have the meanings given thereto by sections 1159, 1161 and 1162 of the Companies Act 2006;
"Superglass" or the "Company"	Superglass, a company incorporated in England and Wales with registered number 5423253, and whose registered office is at One, London Wall, London EC2Y 5AB;
"Superglass Directors" or "Superglass Board"	the board of directors of Superglass;
"Superglass Group"	Superglass and its subsidiary undertakings from time to time;
"Superglass Profit Forecast"	the profit forecast made by Superglass on 29 April 2016 as referred to in paragraph 9 and as set out in Appendix III of this Announcement;
"Superglass Shareholders"	registered holders of Superglass Shares from time to time;
"Superglass Shares"	the ordinary shares of 1 pence each in the capital of Superglass;
"TechnoNICOL Construction"	TechnoNICOL Construction Systems LLC (Russia)
"uncertificated"	recorded as being held in uncertificated form and title to which may, by virtue of the Regulations, be transferred by means of CREST;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland; and
"Wider Superglass Group"	Superglass and the subsidiaries and subsidiary undertakings of Superglass (including any joint venture, partnership, firm or company in which any member of the Superglass Group has a significant interest or any undertaking in which Superglass and such undertakings (aggregating their interests) have a significant interest).

In this Announcement:

• all references to "pounds", "£", "pence" or "p" are to the lawful currency of the United Kingdom;

• the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender; and

• all references to legislation are to English legislation unless the contrary is indicated, and any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof.

• All times referred to are London time unless otherwise stated.

END

22 July 2016

This information is provided by RNS

The company news service from the London Stock Exchange

END

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