Recommended offer for Wogen plc

 

TIDMWGN 
 
RNS Number : 3651W 
Sanctuary Partners Ltd 
28 July 2009 
 
? 
 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction. 
 
 
Sanctuary reserves its rights, with the consent of the Takeover Panel, to 
implement its acquisition of Wogen by way of a Takeover Offer under the City 
Code and Part 28 of the 2006 Act. 
 
 
28 JULY 2009 
 
 
RECOMMENDED OFFER 
for 
WOGEN PLC 
by 
SANCTUARY PARTNERS LIMITED 
 
 
to be effected by means of a Scheme of Arrangement 
 
 
Summary 
 
 
  *  The board of Sanctuary Partners Limited ("Sanctuary") (a newly incorporated 
  company set up by Wogen Management) and the Independent Directors of Wogen plc 
  ("Wogen") are pleased to announce that they have reached agreement on the terms 
  of a recommended cash offer ("Cash Offer") by Sanctuary to acquire the entire 
  issued and to be issued share capital of Wogen to be implemented by means of a 
  scheme of arrangement under Part 26 of the 2006 Act. 
 
  *  Under the Cash Offer, Wogen Scheme Shareholders will receive for each 
  Wogen Scheme Share: 41 pence in cash. This represents a premium of 
  approximately 9 per cent. to the Closing Price of 37.5 pence per Wogen Share on 
  27 July 2009, the last practical date prior to the date of this announcement and 
  a premium of 71 per cent. to the Closing Price of 24 pence per Wogen Share on 10 
  June 2009, the last Business Day prior to the commencement of the offer period. 
  The Cash Offer values the present issued share capital of Wogen at approximately 
  GBP18.4 million and the fully diluted issued share capital of Wogen at 
  approximately GBP19.3 million. 
 
  *  Sanctuary and the Independent Directors have also reached agreement on the terms 
  of an alternative non-cash offer ("Securities Offer") to be made solely to the 
  Wogen Management Shareholders. This alternative offer to Wogen Management 
  Shareholders is being made with the consent of the Panel under Rule 16 of the 
  City Code and will require the approval of the Independent Shareholders 
  (excluding the Other Non-voting Shareholders) by ordinary resolution passed on a 
  poll at the General Meeting. Under the Securities Offer Wogen Management 
  Shareholders will, as an alternative to the consideration available under the 
  Cash Offer, be entitled to receive for each Wogen Scheme Share: one Sanctuary 
  Ordinary Share or, if they so further elect, either one Sanctuary A Preference 
  Share, one Sanctuary B Preference Share or 41 pence in nominal amount of 
  Sanctuary Loan Notes. 
 
  *  For the purposes of the City Code, Wogen Management are deemed to have a 
  conflict of interest.    Accordingly, a committee of the Board of Wogen 
  comprising the Independent Directors (namely Michael Hutchinson and Anthony 
  Shearer) was established for the purposes of considering any offers for the 
  Company and making recommendations to the Wogen Shareholders. 
 
  *  The Independent Directors, who have been so advised by Canaccord Adams, consider 
  the terms of the Cash Offer to be fair and reasonable and in the best interests 
  of Wogen and the Wogen Shareholders as a whole. In providing its advice, 
  Canaccord Adams has taken into account the commercial assessments of the 
  Independent Directors. Accordingly the Independent Directors will unanimously 
  recommend that, in the absence of a higher offer, the Independent Shareholders 
  vote in favour of the Proposals as they have irrevocably undertaken to do in 
  respect of their own beneficial holdings of 25,000 Wogen Shares representing 
  approximately 0.06 per cent. of the existing issued ordinary share capital of 
  Wogen. 
 
  *  The Wogen Management Shareholders have irrevocably undertaken, in respect of 
  their beneficial holdings of 27,285,421 Wogen Shares representing approximately 
  60.8 per cent. of the existing issued ordinary share capital of Wogen, to vote 
  in favour of the Scheme Resolutions to be proposed at the Second Court Meeting 
  and at the General Meeting (other than the Ordinary Resolution to approve the 
  Management Arrangements on which they are precluded from voting by reason of 
  Rule 16 of the City Code) and to elect for the consideration available under the 
  Securities Offer and not for the Cash Consideration under the Cash Offer. 
 
  *  An irrevocable undertaking to vote in favour of the Proposals has also been 
  received  from New Star Financial Opportunities Fund Limited in respect of their 
  beneficial holding of 750,000 Wogen Shares representing approximately 1.7 per 
  cent. of the existing issued ordinary share capital of Wogen. 
 
Commenting on the transaction, Michael Hutchinson, the Chairman of Wogen and one 
of the Independent Directors, said: 
 
 
"The Independent Directors are pleased to be recommending this offer from the 
Wogen Management, at a time when the prospects and future for the Company are 
particularly uncertain. The offer gives shareholders the opportunity to realise 
a significant cash premium to the price on 10 June 2009, being the day before 
Wogen Management announced their initial approach." 
 
 
This summary should be read in conjunction with the full text of the following 
announcement and the Appendices. The Scheme will be subject to the conditions 
set out in Appendix I to this announcement and to the further terms to be set 
out in the Scheme Circular. The Scheme Circular is expected to be sent to Scheme 
Shareholders on or about 18 August 2009 and will include the anticipated 
timetable for implementation of the Scheme. The anticipated date for posting of 
the Scheme Circular is based on Wogen's current expectations and may be subject 
to change. 
 
 
If the expected date of the Court Hearings of Wogen's application for the 
sanction of the Scheme is changed then Wogen will give adequate notice of that 
change by issuing an announcement through a Regulatory Information Service. 
 
Enquiries: 
 
 
+------------------------------------------+-------------------------------+ 
| Canaccord Adams (financial advisers to   |                               | 
| Wogen)                                   |                               | 
+------------------------------------------+-------------------------------+ 
| Simon Bridges                            | Tel [phone]       | 
| Henry Fitzgerald-O'Connor                |                               | 
| Corfin Communications (public relations  | Tel [phone]       | 
| adviser                                  |                               | 
| to to Wogen)                             | Tel: [phone]       | 
| Harry Chathli, Victoria Ward             |                               | 
| Wogen Plc                                |                               | 
| Michael Hutchinson                       |                               | 
+------------------------------------------+-------------------------------+ 
| Citroen Wells (financial adviser to      |                               | 
| Sanctuary)                               |                               | 
+------------------------------------------+-------------------------------+ 
| Eric Charles                             | Tel:[phone]        | 
| Sanctuary Partners Limited               | Tel: [phone]       | 
| Neil Poulter                             |                               | 
|                                          |                               | 
+------------------------------------------+-------------------------------+ 
 
 
Terms used in this summary shall have the meaning given to them in the full 
announcement. All times referred to are London times unless otherwise stated. 
 
 
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and 
no one else in relation to the Scheme and the Proposals and will not be 
responsible to anyone other than Sanctuary for providing the protections 
afforded to clients of Citroen Wells or for providing advice in relation to the 
Proposals, the Scheme or any matter or arrangement referred to in this 
announcement. 
 
 
Canaccord Adams, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Wogen and no one else in relation to the 
Scheme and the Proposals and will not be responsible to anyone other than 
Wogen for providing the protections afforded to clients of Canaccord Adams or 
for providing advice in relation to the Proposals, the Scheme or any matter or 
arrangement referred to in this announcement. 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposals or otherwise. The Proposals will be made solely through the Scheme 
Circular, which will contain the full terms and conditions of the Proposals, 
including details of how to vote in respect of the Proposals. Any acceptance or 
other response to the Proposals should be made only on the basis of the 
information in the Scheme Circular.  Wogen Shareholders are advised to read 
carefully the formal documentation in relation to the Scheme once it has been 
despatched. 
 
 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the City Code 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 England. 
 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
If the acquisition of Wogen is implemented by way of a Takeover Offer (unless 
otherwise determined by Sanctuary and permitted by applicable law and 
regulation), the Takeover Offer may not be made, directly or indirectly, in or 
into or by the use of the mails of, or by any other means or instrumentality 
(including, without limitation, electronic mail, facsimile transmission, telex, 
telephone, internet or other forms of electronic communication) of interstate or 
foreign commerce of, or any facility of a national state or securities exchange 
of any Restricted Jurisdiction and the Takeover Offer may not be capable of 
acceptance by any such use, means, instrumentality or facility. 
 
 
Nothing in this announcement is intended to be, or is to be construed as, a 
profit forecast or to be interpreted to mean that earnings per Wogen Share for 
the current or future financial years of Wogen will necessarily match or exceed 
the historical published earnings per Wogen Share. 
 
 
This document contains certain forward-looking statements with respect to the 
financial condition, results of operations and business of Wogen and the Wogen 
Group and certain plans and objectives of the boards of directors of Wogen and 
Sanctuary. These forward-looking statements can be identified by the fact that 
they do not relate only to historical or current facts. Forward-looking 
statements often use words such as "anticipate", "target", "expect", "estimate", 
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" 
or other words of similar meaning. By their nature, forward-looking statements 
involve risks and uncertainties that could cause actual results and developments 
to differ materially from those expressed in or implied by such forward-looking 
statements. Many of these risks and uncertainties relate to factors that are 
beyond Wogen's and Sanctuary's abilities to control or estimate precisely, such 
as future market conditions and the behaviours of other market participants, and 
therefore undue reliance should not be placed on such statements. Should one or 
more of these risks or uncertainties materialise, or should underlying 
assumptions prove incorrect, actual results may vary materially from those 
described in this document. Wogen and Sanctuary assume no obligation and do not 
intend to update or correct these forward?looking statements, except as required 
pursuant to applicable law. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Wogen, all "dealings" in any "relevant securities" of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 pm (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Scheme becomes effective or the Proposals lapse or are otherwise withdrawn, or 
on which the "offer period" otherwise ends. If two or more persons act together 
pursuant to an agreement or understanding, whether formal or informal, to 
acquire an "interest" in "relevant securities" of Wogen, they will be deemed to 
be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Wogen by Sanctuary, or by Wogen, or any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
Business Day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk . 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Takeover Panel's website. If you are in any doubt as to whether or not 
you are required to disclose a "dealing" under Rule 8, you should consult the 
Takeover Panel. 
_____________________________________ 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction. 
 
 
Sanctuary reserves its rights, with the consent of the Takeover Panel, to 
implement its acquisition of Wogen by way of a Takeover Offer under the City 
Code and Part 28 of the 2006 Act. 
28 July 2009 
 
RECOMMENDED OFFER 
for 
WOGEN PLC 
by 
SANCTUARY PARTNERS LIMITED 
 
 
to be effected by means of a Scheme of Arrangement 
 
 
 
 
 
 
1. Introduction 
 
 
The board of Sanctuary (a newly incorporated company set up by Wogen Management) 
and the Independent Directors of Wogen are pleased to announce that they have 
reached agreement on the terms of a recommended cash offer ("Cash Offer") by 
Sanctuary to acquire the entire issued and to be issued share capital of Wogen 
to be implemented by means of a scheme of arrangement under Part 26 of the 2006 
Act. 
 
 
Sanctuary and the Independent Directors have also reached agreement on the terms 
of an alternative non-cash offer ("Securities Offer") to be made solely to the 
Wogen Management Shareholders. This alternative offer to Wogen Management 
Shareholders is being made with the consent of the Panel under Rule 16 of the 
City Code and will require the approval of the Independent Shareholders 
(excluding the Other Non-voting Shareholders) by ordinary resolution passed on a 
poll at the General Meeting. Under the Securities Offer Wogen Management 
Shareholders will, as an alternative to the consideration available under the 
Cash Offer, be entitled to receive for each Wogen Share: one Sanctuary Ordinary 
Share or, if they so further elect, either one Sanctuary A Preference Share, one 
Sanctuary B Preference Share or 41 pence in nominal amount of Sanctuary Loan 
Notes. For the purposes of the City Code, Wogen Management are deemed to have a 
conflict of interest. Accordingly, a committee of the Board of Wogen comprising 
the Independent Directors (namely Michael Hutchinson and Anthony Shearer) was 
established for the purposes of considering any offers for the Company and 
making recommendations to the Wogen Shareholders. 
 
 
2. The Proposals 
 
 
Cash Offer 
 
 
It is intended that the Cash Offer will be effected by way of a Court approved 
scheme of arrangement under Part 26 of the 2006 Act. The Scheme will be subject 
to the Conditions and certain terms set out in Appendix 1 to this announcement 
and to the further terms to be set out in the Scheme Circular. 
 
 
Under the Cash Offer, Wogen Scheme Shareholders will receive for each Wogen 
Scheme Share: 41 pence in cash. 
 
 
This represents a premium of approximately 9 per cent. to the Closing Price of 
37.5 pence per Wogen Share on 27 July 2009, the last practical date prior to the 
date of this announcement and a premium of 71 per cent. to the Closing Price of 
24 pence per Wogen Share on 10 June 2009, the last Business Day prior to the 
commencement of the offer period. The Cash Offer values the present issued share 
capital of Wogen at approximately GBP18.4 million and the fully diluted issued 
share capital of Wogen at approximately GBP19.3 million. 
 
 
Management Arrangements 
 
 
Sanctuary and the Independent Directors have also reached agreement on the terms 
of an alternative non-cash offer ("Securities Offer") to be made solely to Wogen 
Management Shareholders. 
 
 
Under these arrangements Wogen Management Shareholders will, as an alternative 
to the consideration available under the Cash Offer, be entitled to elect to 
receive for each Wogen Share: one Sanctuary Ordinary Share or, if they so 
further elect, either one Sanctuary A Preference Share, one Sanctuary B 
Preference Share or 41 pence in nominal amount of Sanctuary Loan Notes. 
 
 
The Management Arrangements accordingly allow the Wogen Management Shareholders 
to have an ongoing interest in the future and prospects of the continuing Wogen 
business. Without such an ongoing interest, Sanctuary would have not been 
willing to make an offer for Wogen. 
 
 
Citroen Wells, financial advisers to Sanctuary, have valued each Sanctuary 
Ordinary Share and each Sanctuary A and B Preference Share at 41 pence and the 
Sanctuary Loan Notes at par. 
 
 
A summary of the principal terms of the Sanctuary A Preference Shares, the 
Sanctuary B Preference Shares, the Sanctuary Ordinary Shares and the Sanctuary 
Loan Notes can be found in Appendix IV. 
 
 
General Meeting 
 
 
Rule 16 of the City Code provides that, except with the consent of the Panel, an 
offeror or persons acting in concert with an offeror may not make arrangements 
with shareholders and may not deal or enter into arrangements to deal in shares 
of the offeree company or enter into arrangements which involve an acceptance of 
an offer either during an offer period or when an offer is reasonably in 
contemplation if there are favourable conditions attached which are not being 
extended to all shareholders. Wogen will convene a General Meeting, at the 
request of the Panel, to approve specifically the Ordinary Resolution. This is 
because only the Wogen Management Shareholders will be able to participate in 
the Securities Offer. Under the City Code, the Panel therefore treats Wogen 
Management Shareholders as receiving different offer terms, which are not 
extended to all Scheme Shareholders, and have therefore required a simple 
majority vote by poll of the Independent Shareholders alone to approve the 
Management Arrangements. 
 
 
Included within the Independent Shareholders are certain shareholders holding in 
aggregate  2.3% of the issued share capital of Wogen who, whilst not being 
classed as Wogen Management Shareholders, are deemed not to be independent for 
the purposes of Rule 16 of the City Code and will therefore not be permitted to 
vote on the Ordinary Resolution at the General Meeting ("Other Non-voting 
Shareholders"). 
 
 
Canaccord Adams has advised the Independent Directors that the terms of the 
Management Arrangements are fair and reasonable so far as the Independent 
Shareholders are concerned. In providing this advice, Canaccord Adams has taken 
into account the Independent Directors commercial assessments. 
 
 
 
 
3. The Scheme Approval Process 
 
 
Approval of the Scheme will be sought from the relevant Wogen Shareholders at 
the two Court Meetings and the General Meeting and sanction of the Scheme will 
be sought from the Court. 
 
 
In order to become effective: 
 
 
  *  the Scheme must be approved at the First Court Meeting by the passing of a 
  resolution by a majority in number of the Independent Shareholders, present and 
  voting at such meeting, either in person or by proxy, representing not less than 
  75 per cent. in value of the Wogen Scheme Shares held by such Shareholders; 
 
  *  the Scheme must be approved at the Second Court Meeting by the passing of a 
  resolution by a majority in number of the Wogen Management Shareholders, present 
  and voting at such meeting, either in person or by proxy, representing not less 
  than 75 per cent. in value of the Wogen Scheme Shares held by such Shareholders; 
 
  *  the Special Resolution must be passed at the General Meeting by Wogen 
  Shareholders representing at least 75 per cent. of the votes cast; 
 
  *  in order to satisfy the requirements of Rule 16 of the City Code, the Ordinary 
  Resolution must be passed at the General Meeting by a simple majority of the 
  votes cast by Wogen Shareholders (other than the Wogen Management Shareholders 
  and the Other Non-voting Shareholders, who will not be entitled to vote on the 
  resolution); 
 
  *  the Scheme will require the sanction of the Court and confirmation by the Court 
  of the Capital Reduction; 
 
  *  the completion of the relevant filings with the Registrar of Companies; and 
 
  *  the satisfaction or waiver of the other conditions set out in Appendix 1 of this 
  announcement. 
 
4. Background to and Reasons for the Recommendation 
 
 
Wogen floated on the AIM market of the London Stock Exchange in October 2005. At 
that time the Company had a focused strategy to expand its trading activities 
internationally and in particular to increase its presence in China. 
 
 
In the financial year to September 2005, the Company reported revenue of 
GBP218.2 million and record profit before tax of GBP23.6 million. Since 2005 and 
the time of the AIM flotation, the Company's revenues and profits have declined 
with a loss before tax of GBP2.2 million being reported in the financial year 
ended 30 September 2008. The Company's interim results to 31 March 2009 showed a 
further deterioration in the financial performance as revenue for the six months 
fell to GBP66 million and a loss before tax of GBP3.0 million. 
 
 
The Company's financial performance over the last 12 months is linked to the 
rapid deterioration in the specialty metals market through this period which has 
seen both the value of metals and the volumes traded fall significantly. The 
difficult market conditions which the Company has been operating in are 
continuing with value and volumes remaining at low  levels. The Independent 
Directors are mindful that with the global economic downturn continuing to 
affect the Company's key end markets, these trading conditions may continue for 
some time to come. 
 
 
In the original AIM Admission Document the board of Wogen identified significant 
opportunities for the Company's growth and stated that it intended to focus on 
the following: 
 
 
  *  to expand the geographical scope of the Company's trading activities; 
 
  *  to strengthen further the Company's market share in the metals in which it 
  specialises; and 
 
  *  to increase the Company's agency and third party activities in China and 
  elsewhere. 
 
The Independent Directors believe that the prospects for each of these 
opportunities now look a lot more difficult than they did at the time of 
flotation nearly four years ago.  The geographical expansion which centred 
around Brazil and India has to date failed to be successful in financial terms 
due to counterparty contract failures. The Company has suffered as a result of 
the general move worldwide to disintermediate the role of the trader in the 
supply chain for specialty metals. In China, the development of activities has 
been slower than the Company originally hoped and no new substantial agencies 
have been obtained as producers have wished instead to deal direct in such an 
important market. 
 
 
With a falling share price and a shrinking profit turning to losses in both the 
last and the current financial years, the Company has found it harder to put in 
place reward and incentive schemes suitable for attracting new traders.  This 
has led to an ageing senior team who continue to own a controlling interest in 
the Company's share capital, with no solution since the flotation to implement 
succession planning. The Company has remained highly reliant on the trading 
performance of a few key traders and, as such, its future results have the 
propensity for significant volatility, and the objectives set out at the time of 
the AIM listing are no longer valid. 
 
 
The Wogen Management have stated their intention, should the Scheme become 
effective, to reorganise the shareholder structure of the Company so that over 
time, as a private company, there is a structure put in place that allows the 
Wogen shares to be more widely owned by its employees and for the next 
generation of Wogen traders to be properly incentivised. Wogen's business is 
very dependent on the Wogen Management who, by making this offer, have indicated 
their firm preference for private company status with equity participation. The 
Independent Directors believe that it would be unwise to frustrate this 
objective given the current challenging trading conditions and the level of the 
Cash Offer which represents a significant premium to the share price before the 
intention to make an offer announcement was made. 
 
 
The Independent Directors note that the Cash Offer represents: 
 
 
  *  a premium of approximately 71 per cent. to the Closing Price of 24 pence per 
  Wogen Share on 10 June 2009, being the last business day prior to the 
  announcement of an approach which might or might not lead to the making of an 
  offer; 
 
  *  a premium of approximately 9 per cent. to the Closing Price of 37.5 pence per 
  Wogen Share on 27 July 2009, being the last business day prior to this 
  announcement; and 
 
  *  a premium of approximately 110 per cent. to the average Wogen share price over 
  the six month period prior to the announcement of an approach. 
 
 
 
5. Independent Directors' Recommendation and Irrevocable Undertakings 
 
 
The Independent Directors, who have been so advised by Canaccord Adams, consider 
the terms of the Cash Offer to be fair and reasonable and in the best interests 
of Wogen and the Wogen Shareholders as a whole. In providing its advice, 
Canaccord Adams has taken into account the commercial assessments of the 
Independent Directors. Accordingly the Independent Directors will unanimously 
recommend that, in the absence of a higher offer, the Independent Shareholders 
vote in favour of the Proposals as they have irrevocably undertaken to do in 
respect of their own beneficial holdings of 25,000 Wogen Shares representing 
approximately 0.06 per cent. of the existing issued ordinary share capital of 
Wogen. 
 
 
6. Wogen Management Shareholders' Irrevocable Undertakings and Other Irrevocable 
Undertakings 
 
 
In addition to the irrevocable undertakings from the Independent Directors 
referred to above, Sanctuary has also received from the Wogen Management 
Shareholders irrevocable undertakings to vote their aggregate holding of 
27,285,421 Wogen Scheme Shares (constituting 60.76 per cent. of the existing 
issued ordinary share capital of Wogen) in favour of the Scheme Resolutions to 
be proposed at the Second Court Meeting and at the General Meeting (other than 
the Ordinary Resolution to approve the Management Arrangements, on which they 
and the Other Non-voting Shareholders are precluded from voting by reason of 
Rule 16 of the City Code) and to elect for the consideration available under the 
Securities Offer and not for the Cash Consideration under the Cash Offer. 
 
 
An irrevocable undertaking to vote in favour of the Proposals has also been 
received from New Star Financial Opportunities Fund Limited in respect of their 
beneficial holding of 750,000 Wogen Shares representing approximately 1.7 per 
cent. of the existing issued ordinary share capital of Wogen. 
 
Further details of the irrevocable undertakings referred to in this paragraph 
and paragraph 5 are set out in Appendix II. 
 
 
7. Information on Wogen Group 
 
 
The Wogen Group primarily engages in the physical trading of specialty metals 
and minerals and the provision of agency and consultancy services to third 
parties, primarily in China. The Wogen Group has long-standing relationships and 
is in regular contact with major producers, traders and consumers of specialty 
metals and minerals worldwide and uses these relationships and its traders' 
knowledge and overall understanding of the market for each metal to take 
positions in these markets. 
 
 
The Wogen Group started trading in London in 1972 and has since expanded to open 
offices in China, Russia, and South Africa and has appointed consultants based 
in Spain and Ukraine. Wogen was admitted to trading on AIM on 31 October 2005. 
 
8. Current trading 
In the six months to 31 March 2009, the Company reported a loss before tax of 
GBP3.0 million, down from a profit before tax of GBP2.3m for the six months to 
31 March 2008. Revenue fell to GBP66 million, down from GBP113 million in the 
same period the previous year. The Company reported net assets of GBP24.2m as at 
31 March 2009. 
At the time of the interim results, the Company noted that the difficult market 
conditions had continued into the second half of the year with volumes and 
revenue remaining low and that the global economic downturn may continue for a 
considerable time. Since the announcement of the interim results, in the opinion 
of the Independent Directors, there has been no material change in this view. 
 
 
9. Information on Sanctuary 
 
 
Sanctuary was incorporated in England and Wales on 1 July 2009 on the 
instructions of Wogen Management for the purpose of making the Proposals. The 
only Sanctuary share currently in issue is one subscriber share and the only 
agreements entered into by Sanctuary are agreements relating to the making and 
implementation of the Proposals and matters ancillary thereto. 
 
 
Upon completion of the Proposals, the only shareholders in Sanctuary will be the 
Wogen Management Shareholders. 
 
 
10. Directors, Management and Employees 
 
 
The Wogen Management have agreed to remain as directors of Wogen after the 
Scheme Effective Date. The Independent Directors have agreed to resign from the 
Board of Wogen on the Scheme Effective Date. 
 
 
Sanctuary has given assurances that, following the Scheme becoming effective, 
the existing employment rights, including accrued pension rights, of Wogen's 
employees will be fully safeguarded and its plans for Wogen do not include any 
material changes in the conditions of employment of Wogen employees.Furthermore, 
Sanctuary has indicated that it does not currently intend to change the 
locations of Wogen's places of business or redeploy any of its fixed assets and 
that there will be no material change in the Wogen Group's day to day business. 
 
 
 
 
11. Wogen Share Schemes 
 
 
Appropriate proposals will be made in due course to participants in the 
Wogen Share Schemes in accordance with Rule 15 of the City Code.  It is intended 
that under these proposals option holders will be given notice entitling them to 
exercise their Wogen options during the period of six months from the Scheme 
Effective Date or alternatively to roll them over into new options of equivalent 
value and on equivalent terms over Sanctuary Ordinary Shares. Any options over 
Wogen Shares which have not been rolled over in this way and remain unexercised 
at the end of this six month period will lapse. 
 
 
 
 
12. Cash Confirmation and Financing Arrangements 
 
 
The Cash Consideration payable under the Cash Offer will be funded as to GBP2.32 
million by way of loans to Sanctuary (in respect of which Sanctuary Loan Notes 
will be issued at par after the Scheme Effective Date) from certain members of 
Wogen Management and as to GBP5.2 million by way of dividend from Wogen to 
Sanctuary upon the Scheme becoming effective. This dividend will be funded from 
Wogen's existing cash resources. 
 
 
Citroen Wells, financial adviser to Sanctuary, has confirmed that it is 
satisfied that sufficient resources are available to Sanctuary to satisfy the 
full Cash Consideration payable to Wogen Scheme Shareholders under the terms of 
the Cash Offer, having taken into account the irrevocable undertakings given by 
Wogen Management Shareholders to accept the Securities Offer instead of the Cash 
Offer. 
 
 
13. Scheme of Arrangement 
 
 
It is intended that the Proposals will be effected by means of a Court approved 
scheme of arrangement between Wogen and the Scheme Shareholders under Part 26 of 
the 2006 Act (although Sanctuary reserves with the consent of the Takeover Panel 
the right to elect to effect the acquisition of Wogen by way of a Takeover 
Offer). The purpose of the Scheme is to enable Sanctuary to become the owner of 
the entire issued share capital of Wogen. The procedure involves an application 
by Wogen to the Court to sanction the Scheme and to confirm the cancellation of 
the Scheme Shares, in consideration for which the Independent Shareholders will 
receive the Cash Consideration under the Cash Offer and Wogen Management 
Shareholders will receive either the Cash Consideration under the Cash Offer or 
the Securities Consideration under the Securities Offer, as set out in paragraph 
2 of this announcement. Under the Scheme each Wogen Scheme Share will be 
cancelled and a like number of new Wogen Shares will be issued fully paid to 
Sanctuary. The reserve arising from the cancellation of the Scheme Shares will 
be used in paying up in full such new Wogen Shares. 
 
 
To become effective the Scheme requires, amongst other things, the approval of a 
majority in number of the Independent Shareholders present and voting at the 
First Court Meeting, either in person or by proxy, representing not less than 75 
per cent. in value of the Scheme Shares held by such Independent Shareholders as 
well as the approval of a majority in number of the Wogen Management 
Shareholders present and voting at the Second Court Meeting, either in person or 
by proxy, representing not less than 75 per cent. in value of the Scheme Shares 
held by such Wogen Management Shareholders. 
 
 
Implementation of the Scheme will also require the passing of the Special 
Resolution at the General Meeting. The Special Resolution will require the 
approval of Wogen Shareholders representing at least 75 per cent. of the votes 
cast on the resolution at the General Meeting. 
 
 
Following the Meetings, the Scheme will only become effective following sanction 
by the Court of the Scheme and confirmation by the Court of the Capital 
Reduction and delivery of the Court Orders to and, in the case of the Capital 
Reduction, registration of the Court Order by, the Registrar of Companies. 
 
 
Upon the Scheme becoming effective, it will be binding on all Scheme 
Shareholders, irrespective of whether or not they attended or voted at the Court 
Meeting or the General Meeting. 
 
 
Further details of the Scheme will be contained in the Scheme Circular. 
 
 
The implementation of the Scheme is further subject to the satisfaction or 
waiver of all the Conditions. 
 
 
14. Implementation Agreement 
 
 
Sanctuary and Wogen have entered into an Implementation Agreement which governs 
their relationship during the period until the Scheme becomes effective, lapses 
or is withdrawn.  In this agreement the parties have agreed to co-operate to 
implement the Scheme and the Proposals. 
 
 
15. Disclosure of interests in Wogen 
 
 
As at the close of business on 27 July 2009, being the latest Business Day prior 
to this announcement, neither Sanctuary nor any Sanctuary Director nor, so far 
as Sanctuary is aware, any person deemed to be acting in concert with Sanctuary, 
had any disclosable interest in or right to acquire directly or indirectly any 
Wogen Shares or securities convertible into or exchangeable for Wogen Shares or 
relevant derivatives apart from the 27,285,421 Wogen Shares held by the Wogen 
Management Shareholders, and the 1,254,669 Wogen Shares the subject of options 
granted pursuant to the Wogen Share Schemes to certain members of Wogen 
Management. It is intended that Sanctuary will acquire one Wogen Share before 
the date of the General Meeting in order to avoid the need for a valuation under 
section 103 of the 1985 Act upon the Scheme becoming effective. 
 
 
 
 
16. Delisting 
 
 
The London Stock Exchange will be requested to cancel the trading in Wogen 
Shares on AIM with effect from the close of business on the Business Day 
immediately prior to the Scheme Effective Date. No transfers of Wogen Shares 
will be registered after 6.00 pm on that date. On the Scheme Effective Date, 
share certificates in respect of Wogen Shares will cease to be valid. In 
addition entitlements to Wogen Shares held with the CREST system will be 
cancelled on the Scheme Effective Date. 
 
 
 
 
17. General 
 
 
The Scheme will be subject to the Conditions and to the further terms set out in 
this announcement and the Scheme Circular. The Scheme Circular will include full 
details of the Scheme, together with notices of the Court Meetings and the Wogen 
General Meeting and will be sent to Wogen Shareholders and, for information 
only, to Wogen option holders, as soon as practicable but in any event within 28 
days of this announcement unless otherwise agreed with the Panel. 
 
 
In deciding whether or not to vote in favour of the Scheme, Wogen Scheme 
Shareholders should rely on the information contained in, and follow the 
procedures described in, the Scheme Circular and accompanying forms of proxy and 
securities election form. 
 
 
The Scheme will be governed by English law and be subject to the applicable 
requirements of the City Code, the Takeover Panel and the London Stock Exchange. 
 
 
The implications of the Scheme for persons not resident in the UK may be 
affected by the laws of the relevant jurisdiction. Any persons who are subject 
to the laws of any jurisdiction other than the UK should inform themselves about 
and observe any applicable requirements. 
 
 
 
 
 
Enquiries: 
 
 
+-------------------------------------------+-------------------------------+ 
| Canaccord Adams (financial adviser to     |                               | 
| Wogen)                                    |                               | 
+-------------------------------------------+-------------------------------+ 
| Simon Bridges                             | Tel [phone]       | 
| Henry Fitzgerald-O'Connor                 | Tel [phone]       | 
| Corfin Communications (public relations   | Tel: [phone]       | 
| adviser to to Sanctuary)                  |                               | 
| Harry Chathli                             |                               | 
| Wogen Plc                                 |                               | 
| Michael Hutchinson                        |                               | 
+-------------------------------------------+-------------------------------+ 
| Citroen Wells (financial adviser to       |                               | 
| Sanctuary)                                |                               | 
+-------------------------------------------+-------------------------------+ 
| Eric Charles                              | Tel:[phone]        | 
| Sanctuary Partners Limited                | Tel: [phone]       | 
| Neil Poulter                              |                               | 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
The Sanctuary Directors (whose names are set out in Appendix II) accept 
responsibility for the information contained in this announcement relating to 
Sanctuary and the Sanctuary Directors. To the best of the knowledge and belief 
of the Sanctuary Directors (who have taken all reasonable care to ensure that 
such is the case) the information contained in this announcement for which they 
accept responsibility is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
The Wogen Directors (whose names are set out in Appendix II) accept 
responsibility for the information contained in this announcement relating to 
Wogen, the Wogen Group and themselves and their immediate families and connected 
persons other than the recommendation of the terms of the Scheme by the 
Independent Directors and the information set out in paragraph 4 for which the 
Independent Directors alone accept responsibility. To the best of the knowledge 
and belief of the Wogen Directors (who have taken all reasonable care to ensure 
that such is the case) the information contained in this announcement for which 
they accept responsibility is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
The Independent Directors accept responsibility for the recommendation of the 
Cash Offer and the information set out in paragraph 4. To the best of the 
knowledge and belief of the Independent Directors (who have taken reasonable 
care to ensure that such is the case), the information contained herein for 
which they accept responsibility is in accordance with the facts and does not 
omit anything likely to affect the import of such information. 
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and 
no one else in relation to the Proposals and/or the Scheme and will not be 
responsible to anyone other than Sanctuary for providing the protections 
afforded to clients of Citroen Wells or for providing advice in relation to the 
Proposals, the Scheme or any matter or arrangement referred to in this 
announcement. 
Canaccord Adams, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Wogen and no one else in relation to the 
Proposals and/or the Scheme and will not be responsible to anyone other than 
Wogen for providing the protections afforded to clients of Canaccord Adams or 
for providing advice in relation to the Proposals, the Scheme or any matter or 
arrangement referred to in this announcement. 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposals on otherwise. The Proposals will be made solely through the Scheme 
Circular, which will contain the full terms and conditions of the Proposals, 
including details of how to vote in respect of the Proposals. Any acceptance or 
other response to the Proposals should be made only on the basis of the 
information in the Scheme Circular.  Wogen Shareholders are advised to read 
carefully the formal documentation in relation to the Scheme once it has been 
despatched. 
Appendix I to this announcement contains the conditions and certain further 
terms of the Scheme. 
Appendix II to this announcement contains the names of the Sanctuary Directors 
and the Wogen Directors and information concerning the irrevocable undertakings 
referred to in paragraphs 5 and 6. 
Appendix III to this announcement contains details of the bases and sources of 
the financial information set out in this announcement. 
Appendix IV to this announcement contains a summary of the principal terms of 
the Sanctuary A Preference Shares, the Sanctuary B Preference Shares,  the 
Sanctuary Ordinary Shares and the Sanctuary Loan Notes. 
Appendix V to this announcement contains definitions of certain expressions used 
in this announcement. 
All times referred to are London times. 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction outside the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the City Code 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 England. 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
If the acquisition of Wogen is implemented by way of a Takeover Offer (unless 
otherwise determined by Sanctuary and permitted by applicable law and 
regulation), such offer may not be made, directly or indirectly, in or into or 
by the use of the mails of, or by any other means or instrumentality (including, 
without limitation, electronic mail, facsimile transmission, telex, telephone, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or any facility of a national state or securities exchange of any 
Restricted Jurisdiction and such offer may not be capable of acceptance by any 
such use, means, instrumentality or facility. 
This document contains certain forward-looking statements with respect to the 
financial condition, results of operations and business of Wogen and the Wogen 
Group and certain plans and objectives of the boards of directors of Wogen and 
Sanctuary. These forward-looking statements can be identified by the fact that 
they do not relate only to historical or current facts. Forward-looking 
statements often use words such as "anticipate", "target", "expect", "estimate", 
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" 
or other words of similar meaning. By their nature, forward-looking statements 
involve risk and uncertainties that could cause actual results and developments 
to differ materially from those expressed in or implied by such forward-looking 
statements. Many of these risks and uncertainties relate to factors that are 
beyond Wogen's and Sanctuary' abilities to control or estimate precisely, such 
as future market conditions and the behaviours of other market participants, and 
therefore undue reliance should not be placed on such statements. Should one or 
more of these risks or uncertainties materialise, or should underlying 
assumptions prove incorrect, actual results may vary materially from those 
described in this document. Wogen and Sanctuary assume no obligation and do not 
intend to update or correct these forward looking statements, except as required 
pursuant to applicable law. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Wogen, all "dealings" in any "relevant securities" of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 pm (London Time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Scheme becomes effective or the Proposals lapse or are otherwise withdrawn, or 
on which the "offer period" otherwise ends. If two or more persons act together 
pursuant to an agreement or understanding, whether formal or informal, to 
acquire an "interest" in "relevant securities" of Wogen, they will be deemed to 
be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in " relevant 
securities" of Wogen by Sanctuaryor  Wogen, or by any of their respective 
"associates",, must be disclosed by no later than 12.00 noon (London time) on 
the Business Day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by the virtue of any option 
in respect of, or derivative referenced to, securities. 
In the case of agreements to purchase or sell, rights to subscribe, options or 
derivatives, full details should be given so that the nature of the interest, 
position or dealing can be fully understood. For options this should include a 
description of the options concerned, the number of securities under option, the 
exercise period (or in the case of exercise, the exercise date), the exercise 
price and any option money paid or received. For derivatives this should 
include, at least, a description of the derivatives concerned, the number of 
reference securities to which they relate (when relevant), the maturity date (or 
if applicable the closing out date) and the reference price (and any fee payable 
on entering into the derivative). In addition, if there exists any agreement, 
arrangement or understanding, formal or informal, between the person dealing and 
any other person relating to the voting rights of any relevant securities under 
option or relating to the voting rights or future acquisition or disposal of any 
relevant securities to which a derivative is referenced (as the case may be), 
full details of such agreement, arrangement or understanding, identifying the 
relevant securities in question, must be included in the disclosure. If there 
are no such agreements, arrangements or understandings, this fact should be 
stated. Where such an agreement, arrangement or understanding is entered into 
at a later date than the derivative or option to which it relates, it will be 
regarded as a dealing in relevant securities. 
For the purpose of the disclosure of dealings, a futures contract or covered 
warrant for which exercise includes the possibility of delivery of the 
underlying securities is treated as an option. A futures contract or covered 
warrant which does not include the possibility of delivery of the 
underlying securities is treated as a derivative. 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Takeover Panel's website. If you are in any doubt as to whether or not 
you are required to disclose a "dealing" under Rule 8, you should consult the 
Takeover Panel. 
In accordance with Rule 2.10 of the City Code, Wogen confirms that as at 27 July 
2009 (the last practical date prior to this announcement) it 
had 44,905,000 Wogen Shares in issue and admitted to trading on the London Stock 
Exchange's AIM market under the UK ISIN Code GB00B0LMC209. 
 
 
 
 
___________________________________________________ 
 
 
 
 
Appendix I: Conditions to the implementation of the Scheme 
 
 
1.         The Scheme will be conditional upon the Scheme becoming unconditional 
and becoming effective by not later than the date falling five months after the 
date of this announcement or such later date (if any) as Wogenand Sanctuary may 
agree and (if required) the Court may allow. 
 
2.         The Scheme will be conditional upon: 
 
 

           (a) 
approval of the Scheme by a majority in number representing 75 per cent. or more 
in nominal 
 

                   value of the relevant Scheme Shareholders (or 
the relevant class or classes thereof) present 
 

                   and 
voting, either in person or by proxy, at the First Court Meeting and the Second 
Court 
 

                   Meeting and at any other separate class meeting 
which may be required by the Court or at any 
 

                   adjournment 
of such meetings; and 
 
 
            (b)    the resolutions in connection with or required to approve and 
implement the Scheme 
 

                   (including the Special Resolution) 
being duly passed by the requisite majority at 
 

                   the 
Wogen General Meeting or at any adjournment thereof; and 
 
 

           (c)the Ordinary Resolution being duly passed by a simple 
majority at the Wogen General 
 

                   Meeting; and 
            (d)the sanction with or without modification (but subject to any 
such modification being on terms 
 

                   acceptable to Wogen and 
Sanctuary) of the Scheme and the confirmation of the Capital 
 
    Reduction by the Court and the delivery of an office copy of each of the 
Court Orders and the 
 

                   minute confirming such reduction of 
capital to the Registrar of Companies in England and 
 
Wales and the registration, in relation to the Capital Reduction, of such Court 
Order by him. 
3.Wogen and Sanctuary have agreed that, subject as stated in condition 4 below, 
the Scheme will be conditional upon the following matters and, accordingly, the 
necessary actions to make the proposed acquisition of Wogen by Sanctuary 
effective will only be taken upon the following Conditions (as amended if 
appropriate) having been satisfied or waived: 
(a)        no government or governmental, quasi-governmental, supranational, 
statutory or regulatory body or association, institution or agency (including 
any trade agency) or any court or other body (including any professional or 
environmental body) or person in any relevant jurisdiction (each a "Relevant 
Authority") having decided to take, instituted, implemented or threatened any 
action, proceeding, suit, investigation, enquiry or reference or enacted, made 
or proposed and there not continuing to be outstanding any statute, regulation, 
order or decision that would or might be reasonably expected to: 
                    (i) make the Scheme or its implementation void, 
unenforceable or illegal under the laws 
 

                   of any relevant 
jurisdiction or directly or indirectly prohibit or otherwise restrict, 
 
              prevent or frustrate or otherwise delay or interfere with the 
implementation of, or 
 

                   impose additional conditions or 
obligations with respect to, or otherwise challenge or 
 
interfere with the Scheme; 
                   (ii) require, prevent or materially delay the divestiture (or 
alter the terms of any proposed 
 

                  divestiture) by any 
member of the WogenGroup of all or any part of their respective 
 
       businesses, assets or properties or impose any material limitation on 
their ability to 
 

                   conduct all or any part of their 
respective businesses and to own or control any of 
 

                   their 
respective assets or properties which, in any such case, is material in the 
context 
 

                   of the WogenGroup taken as a whole; 
                    (iii) impose any limitation on, or result in any delay in, 
the ability of  Sanctuary to acquire 
 

                   or hold or to 
exercise effectively, directly or indirectly, all or any rights of 
ownership 
 

                   of shares or other securities (or the 
equivalent) in, or to exercise voting or 
 

                   management 
control over, any member of the WogenGroup or on the ability of any 
 
           member of the WogenGroup to hold or exercise effectively, directly or 
indirectly, all 
 

                   or any rights of ownership of shares or 
other securities (or the equivalent) in, or to 
 

                   exercise 
management control over, any other member of the WogenGroup which, in 
 
             any such case, is material in the context of the WogenGroup taken 
as a whole; 
                    (iv) require any member of the WogenGroup to acquire or 
offer to acquire any shares or 
 

                   other securities (or the 
equivalent) in any member of the WogenGroup or any asset 
 
owned by any third party (other than in the implementation of the Scheme) which, 
in 
 

                   any such case, is material in the context of 
the WogenGroup taken as a whole; 
                    (v) impose any limitation on the ability of any member of 
the Wogen Group to conduct 
 

                    or integrate or co-ordinate 
its business, or any part of it, with the businesses or any 
 
    part of the businesses of any other member of the WogenGroup which, in any 
such 
 

                    case, is material in the context of the WogenGroup 
taken as a whole; 
                    (vi) otherwise adversely affect any or all of the business, 
assets, financial or trading 
 

                    position or profits or 
prospects of any member of the WogenGroup to an extent 
 
which is material in the context of the WogenGroup taken as a whole, 
                     and all applicable waiting and other time periods during 
which any such Relevant Authority 
 

        could decide to take, institute, 
implement or threaten any such action, proceeding, suit, 
 
investigation, enquiry or reference or take any other step under the laws of any 
jurisdiction in 
 

        respect of the Scheme or the proposed acquisition 
of any shares in Wogen having expired, 
 

        lapsed or been terminated; 
(b) 
                     (i)    all appropriate notifications, filings or 
applications which are the responsibility 
 

               of Wogen having 
been made in connection with the  Scheme; 
                    (ii)    all statutory or regulatory obligations in any 
jurisdiction having been complied with and 
 

               all applicable 
waiting and other time periods (including any extensions thereof) under 
 
           any applicable legislation or regulation of any relevant jurisdiction 
having expired, lapsed 
 

               or been terminated in each case in 
respect of the Scheme; 
(c)        since 27 July 2009 and before the Scheme Effective Date other than: 
(i) as a result of 
 anything caused directly or indirectly by acts or 
omissions of Wogen Management; or (ii) any 
 matter which any member of Wogen 
Management was aware or ought reasonably to have 
 been aware on or before 27 
July 2009: 
         (i)        no adverse change or deterioration having occurred in the 
business, assets, financial or trading 
 

                   position or 
profits of any member of the  Wogen Group which is material in the context 
of 
 

                   the Wogen Group taken as a whole; 
         (ii)       no new litigation, arbitration proceedings, prosecution or 
other legal proceedings having been 
 

                   threatened, 
announced, or instituted against or in respect of any member of the 
Wogen Group 
 

                   or to which any member of the Wogen Group is 
or may become a party (whether as plaintiff or 
 

                   defendant 
or otherwise) and no enquiry or investigation by or complaint or reference to 
any 
 

                   Relevant Authority or other investigative body 
against or in respect of any member of the 
 Wogen Group having been 
threatened, announced, implemented or instituted, or remaining 
 
      outstanding by, against or in respect of any member of the Wogen Group 
which, in any such 
 

                   case, would or might reasonably be 
expected to materially adversely affect the  Wogen Group 
 
taken as a whole; and 
       (iii)        no new contingent or other liability having arisen or having 
been incurred which would or might 
 

                   reasonably be 
expected to adversely affect the business, assets, financial or trading position 
or 
 

                   profits or prospects of any member of the Wogen Group 
to an extent which is material to 
 

                   the Wogen Group taken 
as a whole. 
 
4. Sanctuary reserves the right to waive all or any of conditions 3(a) to (c) 
inclusive, in whole or in part. 
Sanctuary shall be under no obligation to 
waive or treat as fulfilled any of conditions 3(a) to (c) 
 

       inclusive 
by a date earlier than the date of the sanction of the Scheme referred to in 
condition 2(d) 
 

       above notwithstanding that the other conditions of 
the Scheme 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. 
 
5.     If Sanctuary is required by the Takeover Panel to make an offer for any 
Wogen Shares under Rule 9 
 

       of the City Code, Sanctuary may make such 
alterations to the above conditions as are necessary to 
 

       comply with 
that Rule. 
 
6.     The Scheme is on the terms and will be subject, among other things, to 
such of the conditions which 
 

       are set out in Conditions 2 and 3 as 
are expressed to be applicable thereto and those terms set out in 
 
the Scheme Circular and such further terms as may be required to comply with the 
provisions of 
 

       the City Code. 
 
7.     The Scheme will lapse if it is referred to the Competition Commission or 
if the European Commission 
 

       in respect thereof either initiates 
proceedings under article 6(1) (c) of Council Regulation (EEC) 
 
4064/89 or makes a referral to a competent authority of the United Kingdom under 
article 9(1) of 
 

       that regulation, before the Effective Date of the 
Scheme. 
 
8. Sanctuary reserves the right with the consent of the Takeover Panel to elect 
to implement 
 

       the Scheme by way of a Takeover Offer. In such event, 
such Takeover Offer will be implemented on 
 

       the same terms (subject 
to appropriate amendments, including (without limitation) an acceptance 
 
   condition set at 90 per cent. (or such lesser percentage (subject to 
compliance with the City Code) 
 

       as Sanctuary may decide) of the 
shares to which such offer relates and of the voting rights carried by 
 
  those shares), so far as applicable, as those which would apply to the Scheme. 
 
9.     If the Scheme is effected by way of a Takeover Offer, the Wogen Shares 
will be acquired 
 

       by Sanctuary fully paid and free from all liens, 
charges, equitable interests, encumbrances, rights of 
 

       pre-emption 
and any other rights and interests of any nature whatsoever and together with 
all rights 
 

       now and hereafter attaching thereto, including voting 
rights and the right to receive and retain in full all 
 

       dividends and 
other distributions (if any) declared, made or paid on or after the date of 
this 
 

       announcement. 
 
10. The Scheme is, and if Sanctuary elects to effect the acquisition of Wogen by 
way of 
 

        a Takeover Offer, the Takeover Offer will be, governed by 
English law and will be subject to the 
 

        jurisdiction of the English 
courts and the conditions set out above. 
 
 
 
 
 
 
 
 
Appendix II 
 
 
The Sanctuary Directors 
 
 
The names of the Sanctuary Directors are: 
 
 
Damian A Brousse(Managing Director) 
Neil Poulter (Finance Director) 
Peter H Watkins(Executive Director) 
Douglas M Hunter (Executive Director) 
Allan J Kerr(Executive Director) 
Norman N Ting(Executive Director) 
Colin C Williams (Non-executive Director) 
 
 
The Wogen Directors 
 
 
The names of the Wogen Directors are: 
 
 
Michael J Hutchinson(Chairman and Independent Director} 
Allan J Kerr (Managing Director) 
Neil Poulter (Finance Director) 
Peter H Watkins(Executive Director) 
Douglas M Hunter(Executive Director) 
Norman N Ting(Executive Director) 
Damian A Brousse(Executive Director) 
Anthony P Shearer(Non-executive and Independent Director) 
Colin C Williams(Non-executive Director) 
 
 
Irrevocable Undertakings 
 
 
1. Wogen Management Shareholders' Irrevocable Undertakings to accept the 
Securities Offer 
 
 
 
 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Shareholder | No. of      | % of      |               Securities Consideration                | 
|             | Wogen       | total     |                                                       | 
|             | Shares      | issued    |                                                       | 
|             | subject     | share     |                                                       | 
|             | of the      | capital   |                                                       | 
|             | irrevocable | of Wogen  |                                                       | 
|             | undertaking |           |                                                       | 
+             +             +           +-------------------------------------------------------+ 
|             |             |           | No. of     | No. of     | No. of     | Sanctuary Loan | 
|             |             |           | Sanctuary  | Sanctuary  | Sanctuary  | Notes          | 
|             |             |           | Ordinary   | A          | B          | GBP1 Nominal   | 
|             |             |           | Shares     | Preference | Preference |                | 
|             |             |           |            | Shares     | Shares     |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Allan       |     875,140 |     1.95% |    739,919 |    135,221 |          - |              - | 
| Kerr *      |   3,439,412 |     7.66% |  1,084,028 |    198,108 |          - |     GBP884,483 | 
|             |             |           |            |            |            |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Douglas     |   2,028,747 |     4.52% |  1,715,277 |    313,470 |          - |              - | 
| Hunter      |             |           |            |            |            |                | 
|             |             |           |            |            |            |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Peter       |   3,905,614 |     8.70% |  3,302,142 |          - |    603,472 |              - | 
| Watkins     |             |           |            |            |            |                | 
|             |             |           |            |            |            |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Colin       |  13,313,227 |    29.65% | 11,256,147 |          - |  2,057,080 |              - | 
| Williams**  |     691,712 |     1.54% |    584,833 |    106,879 |          - |              - | 
|             |     579,460 |     1.29% |    489,925 |     89,535 |          - |              - | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Damian      |   1,661,506 |     3.70% |  1,661,506 |          - |          - |              - | 
| Brousse     |             |           |            |            |            |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Norman      |     673,502 |     1.50% |    673,502 |          - |          - |              - | 
| Ting        |             |           |            |            |            |                | 
|             |             |           |            |            |            |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
| Neil        |     117,101 |     0.26% |    117,101 |          - |          - |              - | 
| Poulter     |             |           |            |            |            |                | 
|             |             |           |            |            |            |                | 
+-------------+-------------+-----------+------------+------------+------------+----------------+ 
 
 
* Comprises 875,140 Wogen Shares held by Allan Kerr and 3,439,412 Wogen Shares 
held by Green Ridge Limited, a company wholly owned by RBC Trustees (CI) Limited 
as trustee of the A J Kerr 2007 Settlement of which Allan Kerr is a beneficiary. 
 
 
** Comprises 13,313,227 Wogen Shares held by Colin Williams and 691,712 
Wogen Shares held by The Colin Williams Family Settlement and 579,460 Wogen 
Shares held by The Colin Williams Accumulation and Maintenance Settlement, both 
being settlements in which Colin Williams has no interest but is a trustee. 
 
 
The reason for offering preference shares and loan notes as an alternative to 
Sanctuary Ordinary Shares under the Securities Offer is to provide an 
opportunity to the younger members of Wogen Management to acquire a larger 
percentage interest in the Sanctuary ordinary share capital than would have been 
the case if only Sanctuary Ordinary Shares had been offered. 
 
2. Independent Directors' Irrevocable Undertakings to accept the Cash Offer 
 
 
+--------------+-------------+----------+---------------+ 
| Shareholder  | No. of      | % of     |          Cash | 
|              | Wogen       | total    | Consideration | 
|              | Shares      | issued   |           GBP | 
|              | subject     | share    |               | 
|              | of the      | capital  |               | 
|              | irrevocable | of Wogen |               | 
|              | undertaking |          |               | 
+--------------+-------------+----------+---------------+ 
| Anthony      |      25,000 |    0.06% |        10,250 | 
| Shearer      |             |          |               | 
|              |             |          |               | 
+--------------+-------------+----------+---------------+ 
 
 
3. Other Wogen Shareholders' Irrevocable Undertakings to accept the Cash Offer 
 
 
+---------------+-------------+----------+---------------+ 
| Shareholder   | No. of      | % of     |          Cash | 
|               | Wogen       | total    | Consideration | 
|               | Shares      | issued   |           GBP | 
|               | subject     | share    |               | 
|               | of the      | capital  |               | 
|               | irrevocable | of Wogen |               | 
|               | undertaking |          |               | 
+---------------+-------------+----------+---------------+ 
| New Star      |     750,000 |    1.67% |       307,500 | 
| Financial     |             |          |               | 
| Opportunities |             |          |               | 
| Fund Limited  |             |          |               | 
+---------------+-------------+----------+---------------+ 
 
 
 
 
Notes: 
All of the above irrevocable undertakings will continue to bind the persons 
giving them even if a Higher Competing Offer is announced before the Scheme 
Effective Date with the exception of: 
  *  the undertaking referred to in table 2 (Independent Director) which will cease 
  to be binding if a Higher Competing Offer is received; or 
  *  the undertaking referred to in table 3  (Other Wogen Shareholders) which will 
  cease to be binding if a Higher Competing Offer is received, although such 
  undertaking will still bind if Sanctuary announces a revised offer which is 
  higher than the Higher Competing Offer. 
 
 
 
 
 
 
 
Appendix III: Bases and sources of information 
 
 
 
 
1.    Unless otherwise stated: 
 
       (i)     financial information relating to Wogen has been extracted 
without material adjustment from 
 

               relevant published audited 
reports and accounts of Wogen for the relevant period; and 
 
       (ii)     information relating to Sanctuary has been provided by the 
Sanctuary Directors. 
 
2.The value of the existing issued share capital of Wogen of approximately 
GBP18.4 million is based 
 

      on 44,905,000 Wogen Shares in issue as at 
27 July 2009, the last practical date prior to this 
 

      announcement. 
 
3.The value attributed to the fully diluted share capital of Wogen of 
approximately GBP19.3 million is based 
 

      upon the Wogen Shares in issue 
as at the date of this announcement and no more than 2,165,236 options 
 
 outstanding over Wogen Shares at the date of this announcement. 
 
4.The closing middle-market prices of Wogen Shares are derived from the London 
Stock Exchange for 
 

      the relevant dates. 
 
 
Appendix IV 
 
 
Summary of principal terms of Sanctuary Preference Shares, Sanctuary Ordinary 
Shares and Sanctuary Loan Notes 
 
 
1. The following is a summary of the principal terms of the 
Sanctuary A Preference Shares: 
 
Description: Fully paid, redeemable, part participating preference shares of 41p 
each. 
Dividend rights:Ranking pari passu with the Sanctuary B Preference Shares, 
       i) a non-cumulative fixed dividend of 3% per annum and 
       ii) a non-cumulative participation in 10% of the current year after tax 
profits 
 

      of the Wogen Group (excluding intra group dividends) subject 
to an aggregate 
 

      maximum of GBP250,000 per annum and payable on the 
combined total of the A and B 
 

      Preference Shares, such percentage to 
reduce pro-rata with redemptions. 
Redemption rights:    Redeemable at par (41p) in ten equal amounts on 31 October 
in each of the ten years 
 

                              starting with 2010. 
Return of capital:      On a return of capital on a winding up or in other 
circumstances apart from redemption, 
 

                              the 
Sanctuary A Preference Shares will rank pari passu with the Sanctuary B 
 
                          Preference Shares. 
Voting:                    No right to vote at general meetings. 
Transfer:                 The transfer of Sanctuary A Preference Shares is 
subject to restrictions. 
 
 
2. The following is a summary of the principal terms of the Sanctuary B 
Preference Shares: 
 
Description:              Fully paid, non-redeemable, part participating 
preference shares of 41p each. 
Dividend rights:     Ranking pari passu with the Sanctuary A Preference Shares, 
                                i) a non-cumulative fixed dividend of 3% per 
annum and 
                                ii) a non-cumulative participation in 10% of the 
current year after tax profits of 
 

                               the Wogen 
Group (excluding intra group dividends) subject to an aggregate maximum 
 
                           of GBP250,000 per annum and payable on the combined 
total of the Sanctuary A and B 
 

                               Preference 
Shares, such percentage to reduce pro-rata with redemptions. 
Return of capital:      On a return of capital on a winding up or in other 
circumstances apart from redemption, 
 

                               the 
Sanctuary B Preference Shares will rank pari passu with the A Preference Shares. 
Voting:                     No right to vote at general meetings. 
Transfer:                  The transfer of Sanctuary B Preference Shares is 
subject to restrictions. 
 
 
 
 
3. The following is a summary of the principal terms of the Sanctuary Ordinary 
Shares: 
 
Description:              Fully paid, ordinary shares of 10p each. 
Dividend rights:         At the discretion of the Sanctuary Directors but 
ranking after the dividends payable on 
 

                               the 
Sanctuary A and B Preference Shares. 
Return of capital:       On a return of capital on a winding up or in other 
circumstances, the Sanctuary 
 

                               Ordinary Shares 
will rank behind the Sanctuary A and B Preference Shares. 
Voting:                      Full right to vote at all general meetings of 
Sanctuary. 
Transfer:                   The transfer of Sanctuary Ordinary Shares is subject 
to restrictions. 
 
 
4. The following is a summary of the principal terms of the Sanctuary Loan 
Notes: 
 
Description:               Fully paid, Floating Rate Unsecured Loan Notes 2012, 
with a nominal value of GBP1 
 

                                each. 
Interest:                     Interest at 5% over 1 year sterling LIBOR as at 
the date of issue for the first year 
 

                                and 
the relevant anniversary thereof for subsequent years subject to an 
aggregate 
 

                                maximum of 10% per annum payable 
half yearly on 30 April and 31 October in each 
 
   year. 
Repayment:               Repayable at par in three equal amounts on 31 October 
2010, 31 October 2011 and 31 
 

                                October 2012. 
Subordination             On a winding up and in certain other circumstances the 
Sanctuary Loan Notes will be 
 

                                subordinated 
to amounts owing to the Wogen Group's principal bankers. 
Transfer:                   The transfer of Sanctuary Loan Notes is subject to 
restrictions. 
 
 
 
 
___________________________________________________________________ 
 
 
 
 
Appendix V: Definitions 
 
 
The following definitions apply throughout this announcement unless the context 
requires otherwise: 
 
+-------------------------+-----------------------------------------------+ 
| 1985 Act                | the Companies Act 1985                        | 
| 2006 Act                | the Companies Act 2006                        | 
| AIM                     | the AIM market operated by the London Stock   | 
|                         | Exchange                                      | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| AIM Rules               | the AIM Rules for Companies published by the  | 
|                         | London Stock Exchange                         | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Business Day            | any day, other than a Saturday or Sunday or   | 
|                         | public holiday or bank holiday, on which      | 
|                         | banks are open for normal business in the     | 
|                         | City of London                                | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Capital Reduction       | the reduction of the share capital of Wogento | 
|                         | be effected by the cancellation of the Scheme | 
|                         | Shares as provided for by the Scheme          | 
+-------------------------+-----------------------------------------------+ 
| Canaccord Adams         | Canaccord Adams Limited, financial advisers   | 
|                         | to Wogen, a company incorporated in England   | 
|                         | and Wales with registered number 2814897      | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Cash Consideration      | the cash consideration for each Wogen Scheme  | 
|                         | Share which is payable under the Cash Offer   | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Cash Offer              | the offer of 41 pence in cash to be made by   | 
|                         | Sanctuary for each Wogen Share pursuant to    | 
|                         | the Proposals                                 | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Citroen Wells           | Citroen Wells, chartered accountants of       | 
| City Code               | Devonshire House, 1 Devonshire Street,        | 
| Closing Price           | London W1W 5DR                                | 
|                         | The City Code on Takeovers and Mergers        | 
|                         | as regards securities quoted on AIM, the      | 
|                         | closing middle market quotation of a share    | 
|                         | derived from AIM                              | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Conditions              | the conditions to the implementation of the   | 
|                         | Scheme which are set out in Appendix I to     | 
|                         | this announcement                             | 
+-------------------------+-----------------------------------------------+ 
| Court                   | the High Court of Justice in England and      | 
|                         | Wales                                         | 
+-------------------------+-----------------------------------------------+ 
| Court Hearings          | the hearings by the Court of the claim form   | 
|                         | to sanction the Scheme under Section 896 of   | 
|                         | the 2006 Act and confirm the Capital          | 
|                         | Reduction which forms part of it              | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Court Meetings          | the meetings of Scheme Shareholders to be     | 
|                         | convened pursuant to an order of the Court    | 
|                         | pursuant to Part 26 of the 2006 Act for the   | 
|                         | purpose of considering and, if thought fit,   | 
|                         | approving the Scheme (with or without         | 
|                         | amendment) and any adjournment thereof,       | 
|                         | including the First Court Meeting and the     | 
|                         | Second Court Meeting                          | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Court Orders            | the Orders of the Court sanctioning the       | 
|                         | Scheme and confirming the Capital Reduction   | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| First Court Meeting     | the Court Meeting at which the Independent    | 
| General Meeting or      | Shareholders will be asked to consider and,   | 
| Wogen                   | if thought fit, approve the Scheme (with or   | 
| General Meeting         | without amendment) and any adjournment        | 
|                         | thereof                                       | 
|                         | the general meeting of Wogen to be convened   | 
|                         | in connection with the implementation of the  | 
|                         | Scheme, and any adjournment thereof           | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| FSMA                    | the Financial Services and Markets Act 2000   | 
| Higher Competing Offer  | when a person (other than Sanctuary or a      | 
|                         | subsidiary of Sanctuary or any person acting  | 
|                         | in concert with Sanctuary) announces a firm   | 
|                         | intention to make an offer (in accordance     | 
|                         | with Rule 2.5 of the City Code) for the whole | 
|                         | of the issued share capital of Wogen,         | 
|                         | provided that the value of the consideration  | 
|                         | represents an improvement of at least 10 per  | 
|                         | cent. over the value of the consideration     | 
|                         | available under the Cash Offer as at the date | 
|                         | on which such firm intention to make an offer | 
|                         | is announced. A person will be deemed to have | 
|                         | announced an offer when a copy of the         | 
|                         | announcement required by Rule 2.5 of the City | 
|                         | Code is received by the Takeover Panel        | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Independent Directors   | Michael Hutchinson and Anthony Shearer        | 
| Independent             | Wogen Shareholders other than Wogen           | 
| Shareholders            | Management Shareholders and Sanctuary         | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| London Stock Exchange   | London Stock Exchange plc                     | 
| Management Arrangements | the arrangements under which the Securities   | 
|                         | Offer is to be made to the Wogen Management   | 
|                         | Shareholders under the Proposals as an        | 
|                         | alternative to the Cash Offer                 | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Meetings                | the Court Meetings and the Wogen General      | 
|                         | Meeting                                       | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Offer Period            | the period commencing on 11 June 2009 and     | 
| Ordinary Resolution     | ending on the Scheme Effective Date, or such  | 
| Other Non-voting        | other date as the Takeover Panel may decide   | 
| Shareholders            | the ordinary resolution to be put to the      | 
|                         | Wogen Shareholders at the General Meeting to  | 
|                         | approve the Management Arrangements pursuant  | 
|                         | to Rule 16 of the City Code                   | 
|                         | those Wogen Shareholders who, in addition to  | 
|                         | the Wogen Management Shareholders, are not    | 
|                         | permitted under Rule 16 of the City Code to   | 
|                         | vote on the Ordinary Resolution               | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Panel or Takeover Panel | The Panel on Takeovers and Mergers            | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Proposals               | the proposals for the acquisition of Wogen by | 
| Reduction Record Time   | Sanctuary to be implemented by way of         | 
|                         | the Cash Offer and the Securities Offer under | 
|                         | the Scheme and, where the context requires,   | 
|                         | any subsequent revision, variation or renewal | 
|                         | thereof                                       | 
|                         | the date and time specified as such in the    | 
|                         | Scheme Circular but expected to be 6.00 p.m.  | 
|                         | on the Business Day immediately prior to the  | 
|                         | day of the Court Hearing                      | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Registrar of Companies  | the Registrar of Companies in England and     | 
|                         | Wales                                         | 
+-------------------------+-----------------------------------------------+ 
| Regulatory Information  | as defined in the AIM Rules                   | 
| Service                 |                                               | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Restricted Jurisdiction | any jurisdiction where local laws or          | 
|                         | regulations may result in a significant risk  | 
|                         | of civil, regulatory or criminal exposure if  | 
|                         | information is sent or made available to      | 
|                         | Wogen Shareholders in that jurisdiction       | 
+-------------------------+-----------------------------------------------+ 
| Sanctuary               | Sanctuary Partners Limited, a company         | 
|                         | incorporated in England and Wales with        | 
|                         | registered number 6949664 whose directors are | 
|                         | the Wogen Management                          | 
+-------------------------+-----------------------------------------------+ 
| Sanctuary A Preference  | the A preference shares of 41 pence each of   | 
| Shares                  | Sanctuary to be issued as consideration under | 
| Sanctuary B Preference  | the Securities Offer                          | 
| Shares                  |                                               | 
| Sanctuary Directors     | the B preference shares of 41 pence each of   | 
| Sanctuary Loan Notes    | Sanctuary to be issued as consideration under | 
| Sanctuary Ordinary      | the Securities Offer                          | 
| Shares                  |                                               | 
|                         | the directors for the time being of Sanctuary | 
|                         | the Floating Rate Unsecured Loan Notes 2012   | 
|                         | of Sanctuary to be issued as consideration    | 
|                         | under the Securities Offer and in respect of  | 
|                         | the GBP2.32 million of loans to be provided   | 
|                         | by certain members of the Wogen Management to | 
|                         | part fund the Cash Consideration              | 
|                         |                                               | 
|                         | the ordinary shares of 10 pence each of       | 
|                         | Sanctuary to be                               | 
|                         | issued as consideration under the Securities  | 
|                         | Offer                                         | 
+-------------------------+-----------------------------------------------+ 
| Scheme                  | the scheme of arrangement proposed to be made | 
| Scheme Circular         | under Part 26 of the 2006 Act between Wogen   | 
|                         | and the holders of Scheme Shares, with or     | 
|                         | subject to any modification, addition or      | 
|                         | condition approved or imposed by the Court    | 
|                         | and agreed to by Wogen and Sanctuary          | 
|                         | the document proposed to be sent to Wogen     | 
|                         | Shareholders containing, inter alia, the      | 
|                         | terms and conditions of the Scheme, certain   | 
|                         | information about Wogen and Sanctuary, the    | 
|                         | Scheme and the notices convening the Meetings | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Scheme Effective Date   | the day on which the Scheme becomes effective | 
|                         | in accordance with its terms                  | 
+-------------------------+-----------------------------------------------+ 
| Second Court Meeting    | the Court Meeting at which the Wogen          | 
|                         | Management Shareholders will be asked to      | 
|                         | consider and, if thought fit, approve the     | 
|                         | Scheme (with or without amendment) and any    | 
|                         | adjournment thereof                           | 
+-------------------------+-----------------------------------------------+ 
| Scheme Resolutions      | the resolutions to be proposed at the Court   | 
| Securities              | Meetings and the Wogen General Meeting        | 
| Consideration           | (including the Special Resolution and the     | 
| Securities Offer        | Ordinary Resolution)                          | 
|                         | the consideration to be offered under the     | 
|                         | Securities Offer, namely Sanctuary Ordinary   | 
|                         | Shares, Sanctuary A Preference Shares,        | 
|                         | Sanctuary B Preference Shares and Sanctuary   | 
|                         | Loan Notes                                    | 
|                         | the offer to be made under the Proposals to   | 
|                         | Wogen Management Shareholders as an           | 
|                         | alternative to the Cash Offer                 | 
+-------------------------+-----------------------------------------------+ 
| Special Resolution      | the special resolution to be proposed at the  | 
| subsidiary or holding   | Wogen General Meeting                         | 
| company                 | to be construed in accordance with the 2006   | 
|                         | Act                                           | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Takeover Offer          | if Sanctuary elects to effect the acquisition | 
|                         | of Wogen by way of a takeover offer, the      | 
|                         | offer to be made by or on behalf of Sanctuary | 
|                         | to acquire all the Wogen Shares and, where    | 
|                         | the context so requires, any subsequent       | 
|                         | revision, variation, extension or renewal     | 
|                         | thereof                                       | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Takeover Panel or Panel | the Panel on Takeovers and Mergers            | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| UK Listing Authority    | the Financial Services Authority acting in    | 
|                         | its capacity as the competent authority for   | 
|                         | the purposes of Part VI of the Financial      | 
|                         | Markets and Services Act 2000                 | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| United Kingdom or UK    | the United Kingdom of Great Britain and       | 
|                         | Northern Ireland                              | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Voting Record Time      | the date and time to be fixed by the Court    | 
|                         | for determining entitlement to vote at the    | 
|                         | Court Meetings (to be set out in the notice   | 
|                         | of Court Meeting) or, if the Court Meetings   | 
|                         | are adjourned, 6.00 p.m. on the day two days  | 
|                         | immediately                                   | 
|                         | preceding the day fixed for the adjourned     | 
|                         | Court Meetings                                | 
+-------------------------+-----------------------------------------------+ 
| Wogen or Company        | Wogen plc, a company incorporated in England  | 
|                         | and Wales with registered number 1069389      | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Wogen Directors         | the directors of Wogen, being together the    | 
|                         | Independent Directors and the Wogen           | 
|                         | Management                                    | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Wogen Group             | the group comprising Wogen and its subsidiary | 
| Wogen Group Limited     | undertakings and, where the context permits,  | 
| 1992 Employee Trust     | each of them                                  | 
|                         | a discretionary employee benefit trust        | 
|                         | established by Wogen on 25 September 1992 by  | 
|                         | a trust deed entered into between Wogen and R | 
|                         | M Walkden & Co Limited                        | 
+-------------------------+-----------------------------------------------+ 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Wogen Management        | Damian A Brousse, Colin C Williams, Allan J   | 
| Wogen Management        | Kerr, Douglas M Hunter, Norman N Ting, Peter  | 
| Shareholders            | H Watkins and Neil Poulter, being the members | 
|                         | of the Wogen management team which initiated  | 
|                         | the Proposals                                 | 
|                         | Wogen Management, Green Ridge Limited, and    | 
|                         | the trustees of the Colin Williams Family     | 
|                         | Settlement and Colin Williams Accumulation    | 
|                         | and Maintenance Trust in their capacity as    | 
|                         | Wogen Shareholders                            | 
|                         |                                               | 
+-------------------------+-----------------------------------------------+ 
| Wogen Scheme            | registered holders of Scheme Shares           | 
| Shareholders or Scheme  |                                               | 
| Shareholders            |                                               | 
+-------------------------+-----------------------------------------------+ 
| Wogen Scheme Shares or  |                                               | 
| Scheme Shares           | all Wogen Shares which are:                   | 
|                         |                                               | 
|                         | (a)    in issue at the date of the Scheme     | 
|                         | Circular and                                  | 
|                         | remaining in issue at 6.00pm on               | 
|                         | the Business Day                              | 
|                         | immediately preceding the Scheme              | 
|                         | Effective Date;                               | 
|                         |                                               | 
|                         | (b)    (if any) issued after the date of      | 
|                         | the Scheme Circular                           | 
|                         | and before the Voting Record                  | 
|                         | Time; or                                      | 
|                         |                                               | 
|                         | (c)     (if any) issued at or after the       | 
|                         | Voting Record Time                            | 
|                         | and before the Reduction Record               | 
|                         | Time either on                                | 
|                         | terms that the original or any                | 
|                         | subsequent holders of                         | 
|                         | such shares are to be bound by                | 
|                         | the Scheme or in                              | 
|                         | respect of which their holders                | 
|                         | have agreed in                                | 
|                         | writing to be bound by the                    | 
|                         | Scheme,                                       | 
|                         | but excluding Wogen Shares legally owned by   | 
|                         | Sanctuary                                     | 
+-------------------------+-----------------------------------------------+ 
| Wogen Shares or Shares  | the ordinary shares of 5 pence each in the    | 
|                         | capital of Wogen                              | 
+-------------------------+-----------------------------------------------+ 
 
 
  Wogen Share Schemes the Wogen 2005 approved and unapproved share option 
schemes 
 
 
  Wogen Shareholders                holders of Wogen Shares from time to time 
  or Shareholders 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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