Response to Offer Document

Monday 21 December 2015

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

ISG plc ("ISG" or the "Company")

ISG confirms rejection of the offer from Cathexis UK Holdings Limited ("Cathexis") at 143 pence per share (the "Offer")

The Board of ISG notes the announcement made by Cathexis on 19 December 2015 that an Offer Document, containing details of its unsolicited offer for ISG has been posted to shareholders.

The Board of ISG, together with its advisers, has carefully considered the merits of the Offer and has unanimously rejected it as the Offer materially undervalues the Company.

Your Board will shortly be writing to you to explain the principal reasons why you should reject the Offer:

· Cathexis' inadequate Offer fails to reflect the recent growth and future potential of ISG's core fit out businesses.

· Cathexis is an astute investor which has bought its ISG shares at times when the share price has been low and now sees further value in your ISG shares at your expense.

· Cathexis is not paying an adequate premium for control of your Company and your dividend is at risk if it seizes control of your Company.

IN THE MEANTIME, ALL ISG SHAREHOLDERS ARE ADVISED TO TAKE NO ACTION WHATSOEVER AND TO IGNORE THE OFFER.

Roy Dantzic, Chairman of ISG said:

"Cathexis is an astute investor which has shrewdly built up its shareholding in ISG. The Board urges shareholders not to give away your value in ISG at today's inadequate offer price."

Enquiries:

ISG plc

Numis

Instinctif

Disclaimer

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for ISG and no one else in connection with the Offer and the contents of this announcement and will not be responsible to anyone other than ISG for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.

Publication on Website

A copy of this announcement will be available on the Company's website (www.isgplc.com) by no later than 12 noon (London time) on 22 December 2015.The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Responsibility statement

The Directors of ISG accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure Requirements of the Takeover Code (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, 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.