Offer for Linton Park Plc

Camellia PLC
28 September 2005



Not for release, publication or distribution, in whole or in part, in or into or
from Australia, Canada, Japan, the Republic of Ireland, South Africa or the
United States of America

28 September 2005

Recommended proposal (the 'Proposal')

for

Linton Park Plc ('Linton Park')

to become a wholly-owned subsidiary of

Camellia Plc ('Camellia')

to be implemented by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985

Summary



•  The board of Camellia and the Independent Directors of Linton Park
   are pleased to announce that they have reached agreement on the terms of a
   recommended proposal for Linton Park to become a wholly-owned subsidiary of
   Camellia by way of the acquisition by Camellia of the remaining approximately
   20.84 per cent. of the issued share capital of Linton Park it does not 
   already own;

•  Under the terms of the Proposal, holders of Linton Park Shares subject to the
   Scheme ('Scheme Shares') will for every 16 such shares receive 1 New Camellia
   Share and 800 pence in cash;

•  Based on the Closing Prices of Linton Park and Camellia Shares on 27
   September 2005, being the last Business Day prior to this announcement, the
   Proposal values each Scheme Share at approximately 470.3 pence, and the whole
   of the existing issued share capital of Linton Park at approximately £89.5 
   million;

•  The Proposal represents a premium of approximately 4.2 per cent. to
   the Closing Prices of Linton Park and Camellia on 6 June 2005, the last 
   Business Day prior to the announcement by Linton Park on 7 June 2005 of a 
   possible merger with Camellia;

•  Certain Linton Park Directors are, by virtue of being directors of
   Camellia as well as of Linton Park, precluded from giving advice to the
   Independent Shareholders on the terms of the Proposal and on the appropriate
   course of action for them to take. Consequently, the Independent Directors 
   have taken responsibility for considering the Proposal on behalf of the 
   Independent Shareholders;

•  The Independent Directors of Linton Park, who have been so advised by Teather
   & Greenwood, consider the Proposal to be fair and reasonable. In providing 
   advice to the Independent Directors of Linton Park, Teather & Greenwood has 
   taken into account the commercial assessments of the Independent Directors;

•  Accordingly, the Independent Directors of Linton Park unanimously recommend 
   that Independent Shareholders vote in favour of the Proposal at the Court 
   Meeting, as they have irrevocably undertaken to do in respect of their entire
   beneficial holdings of 5,000 Linton Park Shares representing, in aggregate, 
   approximately 0.03 per cent. of the issued share capital of Linton Park;

•  It is intended that the Proposal will be implemented by way of a Scheme of 
   Arrangement under section 425 of the Act.  The initial Court Hearing to 
   convene the Court Meeting took place on 23 September 2005.  The Scheme 
   Document and notice convening the Court Meeting will be posted shortly, and 
   in any event within 28 days of the date of this announcement.  The date of 
   the Court Meeting is 31 October 2005 and it is expected that the Scheme will 
   become effective in November 2005, subject to the satisfaction of all 
   conditions, including the conditions set out in Appendix I to this 
   announcement. 


This summary should be read in conjunction with the accompanying full text of
this announcement

Enquiries:

Linton Park
Tom Lupton                                            01622 746655

Camellia
Malcolm Perkins                                       01622 746655

Teather & Greenwood  (adviser to Linton Park)
Jeff Keating                                          020 7426 9000
Sindre Ottesen

KPMG Corporate Finance (adviser to Camellia)
Tom Franks                                            020 7311 1000
Susan Walker


This announcement does not constitute an offer or an invitation to purchase, or
the solicitation of an offer to sell, any securities.

The attached announcement contains definitions of certain expressions used in
this announcement.

Teather & Greenwood Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Linton
Park and for no one else in relation to the Proposal and will not be responsible
to anyone other than Linton Park for providing the protections afforded to
clients of Teather & Greenwood Limited or for giving advice in relation to the
Proposal, the contents of this announcement or any other arrangement or matter
referred to herein.

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
in the United Kingdom by the Financial Services Authority for investment
business activities, is acting exclusively as financial adviser for Camellia in
relation to the Proposal and is not acting for any other person in relation to
such Proposal and will not be responsible to anyone other than Camellia for
advice in relation to the contents of this announcement, or the Proposal or any
arrangement referred to herein.

The Proposal will not be made, directly or indirectly, in, into or from
Australia, Canada, Japan, the Republic of Ireland, South Africa or the United
States. Accordingly, the Scheme Document or accompanying documents (or any copy
thereof) will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from Australia, Canada, Japan, the Republic of
Ireland, South Africa or the United States. All Linton Park Shareholders or
other persons (including nominees, trustees and custodians) who would otherwise
intend to, or may have a contractual or legal obligation to, forward the Scheme
Document and accompanying documents to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate professional advice
before taking any action. Neither the United States Securities and Exchange
Commission nor any State Securities Commission has reviewed, approved or
disapproved of the Scheme or the Proposal described herein.

The New Camellia Shares to be issued pursuant to the Proposal have not been and
will not be registered under the United States Securities Act of 1933 (as
amended). Furthermore, the New Camellia Shares have not been and will not be
registered under any of the relevant securities laws of Australia, Canada,
Japan, the Republic of Ireland or South Africa. Accordingly the New Camellia
Shares may not be offered, sold, resold or delivered directly or indirectly in
or into Australia, Canada, Japan, the Republic of Ireland, South Africa or the
United States or any jurisdiction in which to do so is unlawful (except in
compliance with applicable legislation).



Not for release, publication or distribution, in whole or in part, in or into or
from Australia, Canada, Japan or the United States of America



28 September 2005





Recommended proposal (the 'Proposal')

for

Linton Park Plc ('Linton Park')

to become a wholly-owned subsidiary of

Camellia Plc ('Camellia')

to be implemented by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985



1.                Introduction

The board of Camellia and the Independent Directors of Linton Park are pleased
to announce that they have reached agreement on the terms of a recommended
proposal for Linton Park to become a wholly-owned subsidiary of Camellia by way
of the acquisition by Camellia of the remaining approximately 20.84 per cent. of
the issued share capital of Linton Park it does not already own.  This Proposal
is to be implemented by way of a scheme of arrangement under section 425 of the
Act. The Scheme requires the approval of Scheme Shareholders and the sanction of
the Court.



2.                Responsibility for considering the Proposal

Certain Linton Park Directors are, by virtue of being directors of Camellia as
well as of Linton Park, precluded from giving advice to the Independent
Shareholders on the terms of the Proposal and on the appropriate course of
action for them to take. Consequently, the Independent Directors have taken
responsibility for considering the Proposal on behalf of the Independent
Shareholders.



3.                Linton Park Shareholders

Camellia, which holds 15,069,999 Linton Park Shares (representing approximately
79.16 per cent. of the issued share capital of Linton Park), will not be
entitled to vote at the Court Meeting. Camellia will undertake to the Court to
be bound by the Scheme in respect of its holding of Linton Park Shares.

Camellia Holding AG, which holds 75,000 Linton Park Shares (representing
approximately 0.39 per cent. of the issued Linton Park Shares) would be entitled
to vote at the Court Meeting but has agreed not to vote. Camellia Holding AG
owns approximately 54.76 per cent. of the current issued share capital of
Camellia and it is on account of this controlling shareholding in Camellia that
it is considered inappropriate for Camellia Holding AG to vote at the Court
Meeting. Camellia Holding AG will, however, if the Proposal receives the
necessary approvals, receive the same consideration on the same terms as the
Independent Shareholders.



4.    The Proposal

Under the Proposal, which will be subject to the conditions set out in Appendix
I of this announcement, Scheme Shareholders will receive the following
consideration:


for every 16 Scheme Shares          1 New Camellia Share and 800 pence in cash



and so on in proportion for any greater or lesser number of Scheme Shares held.

Based on the Closing Price of 6,725 pence per Camellia Share on 27 September
2005, being the last Business Day prior to the date of this announcement, the
Proposal values the existing issued share capital of Linton Park at
approximately £89.5 million. The Proposal represents a premium of approximately:

  • 6.9 per cent. to the Closing Price of 440 pence per Linton Park Share on
    27 September 2005, the last Business Day prior to the date of this
    announcement; and

  • 4.2 per cent. based on the Closing Prices of Linton Park and Camellia on 6
    June 2005, being the last Business Day prior to the announcement by Linton
    Park on 7 June 2005 of a possible merger with Camellia.

Fractional entitlements to New Camellia Shares will not be allotted or issued to
Scheme Shareholders, but will be paid in cash pro rata to the persons entitled
thereto. The cash amount for the fractional entitlements will be calculated on
the basis of the Closing Price of Camellia Shares on the Effective Date.

Upon the Scheme becoming effective, the Scheme Shares will be transferred to
Camellia free of all liens, charges and encumbrances together with all rights as
at the Effective Date or thereafter attaching thereto including the right to
receive and retain all dividends and other distributions declared, paid or made
after the Effective Date save that the Scheme Shareholders will remain entitled
to receive the Linton Park interim dividend of 1.00 pence per Linton Park Share
(which will be paid on 7 November 2005 to all Linton Park Shareholders on the
register of members on 14 October 2005).

The New Camellia Shares will be issued credited as fully paid, on identical
terms to and will rank pari passu with the existing issued Camellia Shares,
including the right to receive and retain all dividends and other distributions
declared, paid or made after the Scheme becomes effective including, for the
avoidance of doubt, the right to receive Camellia's final dividend in respect of
the year ending 31 December 2005 but excluding the interim dividend for that
year declared on 28 September 2005.

Upon the Scheme becoming effective in accordance with its terms, Camellia will
issue up to 248,011 New Camellia Shares to the Scheme Shareholders on the
register of members on the Record Date, representing up to approximately 8.72
per cent. of the enlarged issued share capital of Camellia.



5.    Background to and reason for recommending the Proposal

Having been listed on the Official List of the London Stock Exchange, Linton
Park moved its listing to AIM on 18 November 1998.

The Company has been closely associated with Camellia since Walter Duncan &
Goodricke Limited, an indirect subsidiary of Camellia, acquired a stake in the
Company in 1976. The Camellia Group subsequently acquired further shares in the
Company and it gained control of the Company having increased its shareholding
to in excess of 50 per cent. of the issued share capital by 1993. The Company
has been treated as a subsidiary of Camellia for some time, both in an
accounting sense and in practical terms with a number of key functions being
shared between the Camellia Group and the Linton Park Group.

The relationship between the Camellia Group and the Linton Park Group has now
reached a stage where there is a commercial rationale to merge the two. Against
this background, the Camellia Board approached the Linton Park Board with the
Proposal to effect such a merger by means of the Scheme.

Given that a number of Linton Park Directors are also directors of Camellia or
certain of its subsidiaries, a committee of Independent Directors was formed,
comprising Tom Lupton and Dr Bernard Siegfried, to consider the Proposal.

In considering the Proposal, and the value that the Proposal places on Linton
Park Shares, the Independent Directors have considered a number of factors
including, inter alia, the following:



  • The Proposal offers Scheme Shareholders both the short term certainty of
    an immediate cash payment as well as the opportunity to retain a continued
    interest in the Enlarged Group going forward, including a share of the cost
    savings, if any, that may arise from the merger;
  • In addition to receiving the Cash Consideration, Linton Park Shareholders
    will also be entitled to retain the interim dividend of 1.00 pence per
    Linton Park Share declared today;
  • The Scheme Shareholders will become shareholders in the Enlarged Group.
    That Enlarged Group has access to a more diversified income stream and a
    broader asset base than that available to Linton Park. Linton Park's
    business and assets are largely in the agricultural and horticultural
    sectors, the income from which is subject to inherent uncertainties. In
    addition to these sectors, Camellia also has substantial interests in the
    banking sector and a diverse range of investments listed on the Bermuda
    Stock Exchange. Scheme Shareholders will, accordingly, through their
    shareholding in the Enlarged Group hold an interest in a group with a more
    diversified risk profile than that of the Linton Park Group;
  • Dividend payments by Linton Park have fallen year on year for three out of
    the last five years, compared to annual increases in dividend payments by
    Camellia over the same period. There is, however, no guarantee that the
    level of Camellia's dividend payments will continue to increase or even be
    maintained at current levels;
  • Whilst past performance is not necessarily an indicator of future
    performance, the Camellia share price has outperformed that of Linton Park
    by approximately 62 per cent. over the last two years;
  • As at 6 June 2005, the day before the merger talks were announced, the
    Proposal valued each Linton Park Share at approximately 453 pence, a premium
    of approximately 4.2 per cent. to the Closing Price of Linton Park Shares on
    that day. In considering the level of this premium the Independent Directors
    have taken into account that the Proposal does not represent an offer for a
    controlling stake in Linton Park; and
  • Camellia has confirmed that the Proposal is final and will not be
    increased.


The Independent Directors have also had regard to the opinions expressed by
Independent Shareholders since the merger talks were announced.

In light of these factors, the Independent Directors consider that Independent
Shareholders' interests are best served by them being afforded the opportunity
to vote on the Proposal, which offers both the certainty of a partial cash exit
and the opportunity to move their shareholding from that of a subsidiary whose
shares are admitted to AIM to that of the parent company with a broader income
stream and asset base, whose shares are listed on the Official List, at a ratio
that the Independent Directors believe represents a fair and reasonable value.

The Independent Directors of Linton Park, who have been so advised by Teather &
Greenwood, consider the Proposal to be fair and reasonable. In providing advice
to the Independent Directors of Linton Park, Teather & Greenwood has taken into
account the commercial assessments of the Independent Directors,

Accordingly, the Independent Directors of Linton Park unanimously recommend that
Independent Shareholders vote in favour of the Proposal at the Court Meeting, as
they intend to do in respect of their entire beneficial holdings of 5,000 Linton
Park Shares representing, in aggregate, approximately 0.03 per cent. of the
issued share capital of Linton Park,



6.    Financial effect of the Scheme on Scheme Shareholders



The following table shows, for illustrative purposes only and on the bases and
assumptions set out in the notes below, the financial effects of the Proposal on
the capital value and gross income for a holder of 16 Scheme Shares if the
Scheme becomes effective.

                                                   Notes              Based on Closing Price of

                                                                       Linton Park Shares on:
                                                                     6 June 2005         27 September 2005
(a) Capital Value
Value of 1 New Camellia Share to be issued for     (i)                    6,450p                    6,725p
16 Scheme Shares
Cash Consideration for 16 Scheme Shares                                     800p                      800p
Total capital value                                                       7,250p                    7,525p
Value of 16 Linton Park Shares                    (ii)                    6,960p                    7,040p
Increase in capital value                                                   290p                      485p
This represents an increase of approximately                       4.2 per cent.             6.9 per cent.

(b) Gross Income
Gross income from Cash Consideration              (iii)                      34p                       34p
Gross income from 1 New Camellia Share            (iv)                       88p                       88p
Total gross income                                                          122p                      122p
Gross income from 16 Linton Park Shares            (v)                       80p                       80p
Increase in gross income                                                     42p                       42p
This represents an increase of approximately                      52.5 per cent.            52.5 per cent.




(i)Based on the Closing Price of £64.50 per Camellia Share on 6 June 2005 (the
last Business Day before the announcement of preliminary discussions between the
Boards of Linton Park and Camellia) and of £67.25 per Camellia Share on 27
September 2005 (the last Business Day before this announcement).

(ii)Based on the Closing Price of 435.00p per Linton Park Share on 6
June 2005 (the last Business Day before the announcement of preliminary
discussions between the Boards of Linton Park and Camellia) and of 440.00p per
Linton Park Share on 27 September 2005 (the last Business Day before this
announcement)

(iii)The gross income from Cash Consideration is calculated on the
assumption that the cash is reinvested to yield approximately 4.25 per cent. per
annum, being the gross redemption yield on UK Government securities with
maturity between 1 and 5 years, as published in the Financial Times on 27
September 2005, the last practicable date prior to this announcement.

(iv)The gross income from 1 New Camellia Share is based on aggregate
dividends of 88.00 pence per New Camellia Share, being the aggregate of the
interim and final dividend paid per Camellia Share for the year ended 31
December 2004.

(v)The gross income from 16 Linton Park Shares is based on aggregate dividends
of 5.00 pence per Linton Park Share, being the aggregate of the interim and
final dividend paid per Linton Park Share for the year ended 31 December 2004.

(vi)No account has been taken of any liability to taxation.




7.         Irrevocable Undertakings

MC Perkins and TG Lupton have signed irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting, in respect of their, in aggregate, 18,500
Linton Park Shares, representing approximately 0.10 per cent. of the issued
share capital of Linton Park.



8.    Directors, management and employees

Camellia has confirmed that, if the Scheme becomes effective, the existing
employment rights, including pension rights, of all employees of Linton Park
will be fully safeguarded.

The effect of the Scheme on the interests of the Linton Park Directors does not
differ from its effect on the like interest of any other person.



9.    Information on Linton Park

The Linton Park Group is a diversified international group, the principal
activities of which are:

  • Agriculture and horticulture - operating tea plantations, as well as
    producing citrus, grapes, edible nuts, avocados and pineapples and general
    farming. These operations are located in Kenya, Malawi, South Africa, the
    US, Brazil and Chile;
  • Food storage and distribution - providing food storage and distribution
    services in the United Kingdom and importing, processing and distributing
    frozen and fresh seafood in the Netherlands;
  • Engineering - machining, fabrication and metal finishing including to the
    oil and gas industry, through five United Kingdom based subsidiaries; and
  • Pharmaceuticals - the Company holds a stake of approximately 32.3 per
    cent. in Siegfried Holding AG, a Swiss pharmaceuticals company involved in
    the development and manufacture of active pharmaceutical ingredients and
    dosage forms as well as herbal based remedies.

For the financial year ended 31 December 2004, Linton Park reported turnover of
£135.3 million (2003: £129.2 million) and a profit before tax of £3.0 million
(2003: £4.8 million).  Net and gross assets as at 31 December 2004 were £143.6
million and £215.0 million respectively.  Linton Park announced its interim
results today.  For the six months ended 30 June 2005, Linton Park reported
turnover of £52.8 million and a profit before tax of £3.0 million.  Net and
gross assets as at 30 June 2005 were £133.4 million and £200.5 million
respectively.



10.   Information on Camellia and funding of the Proposal

Camellia owns 15,069,999 Linton Park Shares representing approximately 79.16 per
cent. of the issued share capital of Linton Park. Linton Park is already treated
and accounted for as a subsidiary of Camellia. In addition to the Linton Park
operations and the joint venture with Linton Park in Brazil, the key Camellia
operations are:

  • Agriculture and horticulture - operating tea plantations in India and tea
    and rubber plantations in Bangladesh;
  • Banking and finance - providing, through Duncan Lawrie Limited, private
    banking services, investment management, trust and personal financial
    planning advice. Camellia also owns significant stakes in two
    Bangladesh-based companies involved in leasing and insurance; and
  • Other investments - holding of a portfolio of investments, including
    diverse and valuable investments listed on the Bermuda Stock Exchange,
    properties and a holding of manuscripts and philatelic items.



Camellia Holding AG currently owns approximately 54.76 per cent. of the current
issued share capital of Camellia. It is expected that immediately following the
implementation of the Proposal it will continue to hold in excess of 50 per
cent. of the enlarged issued share capital of Camellia.

For the financial year ended 31 December 2004, Camellia reported turnover of
£178.8 million (2003: £174.7 million) and a profit before tax of £8.2 million
(2003: £27.5 million).  Net assets as at 31 December 2004 were £232.0 million.
Camellia announced its interim results today.  For the six months ended 30 June
2005, Camellia reported turnover of £69.3 million and a profit before tax of
£2.0 million.  Net assets as at 30 June 2005 were £233.1 million.

The cash element of the consideration under the Proposal, amounting to
approximately £2 million, and the fractional entitlements to New Camellia Shares
which are to be paid in cash pro rata to the persons' entitlement thereto, is to
be provided from Camellia's existing cash resources.



11.   Court Meeting

The Scheme requires approval by the requisite majority of Scheme Shareholders at
the Court Meeting and the subsequent sanction of the Court. As Camellia Holding
AG would receive the same consideration on the same terms as the Independent
Shareholders, Camellia Holding AG would be entitled to vote at the Court
Meeting. Camellia Holding AG has, however, agreed not to vote at the Court
Meeting for the reasons set out in paragraph 3 above.

At the Court Meeting, voting will be on a poll whereby Scheme Shareholders,
voting in person or by proxy, will be entitled to one vote for each Linton Park
Share held. The resolution to be proposed at that Court Meeting will be passed
if a majority in number of the Scheme Shareholders, present and voting either in
person or by proxy, representing at least 75 per cent. in nominal value of the
Linton Park Shares voted, vote in favour of the Scheme.

Upon the Scheme becoming effective, it will be binding on all holders of Scheme
Shares, irrespective of whether they attended or voted at the Court Meeting.

Camellia will not be entitled to vote at the Court Meeting.  Camellia will
undertake to the Court to be bound by the Scheme in respect of Linton Park
Shares held by it.



12.   Conditions of the Scheme

The Proposal is conditional upon the Scheme becoming effective.  Implementation
of the Scheme is subject to, and conditional upon, inter alia:

  • approval of the Scheme by a majority in number of the Scheme Shareholders,
    present and voting either in person or by proxy, representing at least 75
    per cent. in value of the Scheme Shares voted at the Court Meeting or at any
    adjournment thereof;
  • Camellia shareholders passing the resolution  authorising the Camellia
    Board to allot the New Camellia Shares at the Camellia EGM, the notice of
    which will be contained in the Camellia Circular;
  • permission being granted for the New Camellia Shares to be admitted to the
    Official List and to trading on the London Stock Exchange's market for
    listed securities and such permission not being withdrawn; and
  • the Scheme being sanctioned by the Court, with or without modification as
    provided for in the Scheme, and an office copy of the order of the Court
    being delivered for registration to the Registrar of Companies in England
    and Wales not later than 31 January 2006, or such later date as Linton Park
    and Camellia may agree and the Court may allow.

Further details of the terms and conditions of the Scheme are set out in
Appendix I of this announcement.

If the Scheme does not become effective on or before 31 January 2006, or such
later date as Linton Park and Camellia may agree and the Court may approve, it
will lapse, and the Scheme will not proceed.



13.   Cancellation of admission of Linton Park Shares to trading on AIM

Linton Park Shareholders should note that the London Stock Exchange will be
requested to cancel the admission of Linton Park Shares to trading on AIM with
effect from the close of business on the Effective Date. Upon the Scheme
becoming effective, certificates for Scheme Shares will cease to be of value and
should, if so requested by Linton Park, be sent to Linton Park for cancellation.
It is proposed that the Record Date will be the last date for dealings in Linton
Park Shares on AIM. On or shortly after the Effective Date, the Scheme Shares
will, pursuant to the Scheme, be transferred to Camellia or its nominee.



14.   Camellia EGM

The Camellia Board will post a circular to Camellia Shareholders shortly,
convening the Camellia EGM, to be held at  10.30 a.m. on 31 October 2005 at The
Goring Hotel, Beeston Place, Grosvenor Gardens, London SW1W 0JW.  At the
Camellia EGM the Camellia Directors will seek authority to allot up to 248,011
New Camellia Shares in connection with the Proposal.  In addition, a resolution
will be proposed in connection with amendments to the current Articles of
Association of Camellia.

It is the view of the Camellia Directors that the Proposal is in the best
interests of Camellia and the Camellia Shareholders for the following reasons:

  • The Proposal will unify the operating structure of the Camellia Group and
    the Linton Park Group under a single board, simplifying the administration
    of the Camellia Group;

  • The Camellia Directors believe that certain cost savings should, in due
    course, arise from the successful implementation of the Proposal. These
    include the avoidance of duplicated administration costs and public company
    related expenditure, such as additional professional fees and AIM listing
    fees;

  • The Proposal will enlarge the shareholder base of Camellia and this is
    expected to lead to an increased marketability and liquidity of the Camellia
    Shares; and

  • Following the implementation of the Proposal, Camellia would receive 100
    per cent. of any dividends paid by Linton Park.

The Proposal values the minority interests in Linton Park at approximately £18.7
million based on the Closing Price of Camellia Shares on 27 September 2005.  The
Camellia Board unanimously recommends that Camellia Shareholders vote in favour
of the resolutions which will be proposed at the Camellia EGM, as they intend to
do in respect of their own beneficial holdings, which amount, in aggregate, to
900 Camellia Shares representing approximately 0.03 per cent. of the issued
Camellia Shares.

Camellia Holding AG has confirmed to Camellia that it intends to vote in favour
of the resolutions to be proposed at the Camellia EGM.




15.   Listing of New Camellia Shares

Applications will be made to the UKLA for the New Camellia Shares to be admitted
to the Official List and to the London Stock Exchange for the New Camellia
Shares to be admitted to trading on the London Stock Exchange's market for
listed securities. It is expected that admission of the New Camellia Shares to
the Official List will become effective from, and dealings for normal settlement
in the New Camellia Shares will commence on the London Stock Exchange, as soon
as reasonably practicable after the Effective Date.

Application will also be made to list the New Camellia Shares on the Luxembourg
Stock Exchange and it is expected that dealings in the New Camellia Shares on
the Luxembourg Stock Exchange will commence as soon as reasonably practicable
after the Effective Date.



16.   Disclosure of interest

As at 27 September 2005, being the latest practicable date prior to this
announcement, Camellia and persons acting in concert, or deemed to be acting in
concert, with Camellia own or control 15,321,101 Linton Park Shares as follows:


Camellia                                  15,069,999

Camellia Holding AG                           75,000

Dunlaw Nominees Limited (1)                  161,930

DDY Nominees Limited (1)                         672

Malcolm Perkins                               13,500


(1) Both companies are subsidiaries of Camellia and hold these Linton Park
Shares as nominees on a non-discretionary basis on behalf of their respective
clients.

Save as disclosed in this announcement, neither Camellia nor, as far as Camellia
is aware, any person acting in concert with Camellia owns or controls any Linton
Park Shares or options to acquire Linton Park Shares or derivatives referenced
to any such shares.



17.   General

The conditions to, and certain further terms, of the Proposal are set out in
Appendix I of this announcement.  The full terms of the Proposal will be set out
in the Scheme Document.  The Scheme Document will be despatched to Linton Park
Shareholders and, for information only, to Camellia Shareholders as soon as
practicable.

This announcement does not constitute an offer or an invitation to purchase, or
the solicitation of an offer to sell, any securities.



18.   Sources of information and basis of calculation

Unless otherwise stated, financial information concerning Linton Park and
Camellia has been extracted without material adjustment from the published
annual reports and accounts and interim statements of the relevant group for the
relevant period.

The value placed by the Proposal on the existing issued share capital of Linton
Park has been calculated using the total number of 19,038,167 Linton Park Shares
in issue on 27 September 2005 (being the latest practicable date prior to this
announcement).



Enquiries:

Linton Park
Tom Lupton                                            01622 746655

Camellia
Malcolm Perkins                                       01622 746655

Teather & Greenwood (adviser to Linton Park)
Jeff Keating                                          020 7426 9000
Sindre Ottesen

KPMG Corporate Finance (adviser to Camellia)
Tom Franks                                            020 7311 1000
Susan Walker


Teather & Greenwood Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Linton
Park and for no one else in relation to the Proposal and will not be responsible
to anyone other than Linton Park for providing the protections afforded to
clients of Teather & Greenwood Limited or for giving advice in relation to the
Proposal, the contents of this announcement or any other arrangement or matter
referred to herein.

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
in the United Kingdom by the Financial Services Authority for investment
business activities, is acting exclusively as financial adviser for Camellia in
relation to the Proposal and is not acting for any other person in relation to
such Proposal and will not be responsible to anyone other than Camellia for
advice in relation to the contents of this announcement, or the Proposal or any
arrangement referred to herein.

The Proposal will not be made, directly or indirectly, in, into or from
Australia, Canada, Japan, the Republic of Ireland, South Africa or the United
States. Accordingly, the Scheme Document or accompanying documents (or any copy
thereof) will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from Australia, Canada, Japan, the Republic of
Ireland, South Africa or the United States. All Linton Park Shareholders or
other persons (including nominees, trustees and custodians) who would otherwise
intend to, or may have a contractual or legal obligation to, forward the Scheme
Document and accompanying documents to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate professional advice
before taking any action. Neither the United States Securities and Exchange
Commission nor any State Securities Commission has reviewed, approved or
disapproved of the Scheme or the Proposal described herein.

The New Camellia Shares to be issued pursuant to the Proposal have not been and
will not be registered under the United States Securities Act of 1933 (as
amended). Furthermore the New Camellia Shares have not been and will not be
registered under any of the relevant securities laws of Australia, Canada,
Japan, the Republic of Ireland or South Africa. Accordingly the New Camellia
Shares may not be offered, sold, resold or delivered directly or indirectly in
or into Australia, Canada, Japan, the Republic of Ireland, South Africa or the
United States or any jurisdiction in which to do so is unlawful (except in
compliance with applicable legislation).
 


APPENDIX I

CONDITIONS TO THE IMPLEMENTATION OF THE PROPOSAL AND THE SCHEME

The Proposal will be conditional upon the Scheme becoming unconditional and
becoming effective by not later than 31 January 2006, or such later date as
Linton Park and Camellia may agree and the Court may approve.


1. The Scheme is conditional upon:

(a)approval by a majority in number representing at least 75 per cent. in value
of the holders of Scheme Shares present and voting, either in person or by
proxy, at the Court Meeting or at any adjournment thereof;

(b)the resolution set out in the notice convening the Camellia EGM to authorise
the Camellia Directors to allot the New Camellia Shares being passed at the
Camellia EGM;

(c)permission being granted for the New Camellia Shares to be admitted to
listing on the Official List and to dealing on the London Stock Exchange's
market for listed securities and such permission not being withdrawn; and

(d)sanction (with or without modification) of the Scheme by order of the Court
(the ''Court Sanction'') and an office copy of the Court Order being delivered
to the Registrar of Companies in England and Wales.


2. Linton Park and Camellia have agreed that, subject as stated in paragraph 3
below, the Court Sanction will only be sought if:

(a)all authorisations, orders, grants, recognitions, confirmations, consents,
clearances, certificates, licences, permissions and approvals necessary or
reasonably considered by Camellia to be appropriate for, or in respect of, the
Proposal and the implementation of the Scheme have been obtained, in terms and
in a form reasonably satisfactory to Camellia and, where the absence of any
thereof would, in the reasonable opinion of Camellia, have a material adverse
effect on the Enlarged Group taken as a whole, these remain in full force and
effect, and no intimation of an intention to revoke or not renew any of these is
received, and all necessary filings have been made and all necessary waiting
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction have expired or have been terminated (as
appropriate) and all necessary statutory and regulatory obligations in
connection with the Proposal in any jurisdiction have been complied with;

(b)no government or governmental, quasi-governmental, supranational, statutory
or regulatory body, central bank, trade agency, association, institution or
professional or environmental body or any court or any other similar person or
body in any jurisdiction (each an ''Authority'') has taken, instituted,
implemented or threatened prior to the Hearing Record Time any action,
proceeding, suit, investigation or enquiry, or enacted, made or proposed any
statute, regulation or order, or taken any other step that would or might in any
respect which would be material to the Enlarged Group taken as whole:

(A)require the divestiture by any member of the Enlarged Group of all or any
portion of its businesses, assets or properties;

(B)impose any limitation on the ability of any of them to conduct their
respective businesses or to own their respective assets or properties; or

(C)that would or might make the Proposal or the Scheme, or their respective
implementation, void or unenforceable in any jurisdiction; and

(c)except as publicly announced by Linton Park prior to 27 September 2005
through a Regulatory Information Service or fairly disclosed in writing to
Camellia prior to 27 September 2005 and save as disclosed in the annual report
and accounts of Linton Park for the financial year ended 31 December 2004, since
31 December 2004:

(i)   there having been no material adverse change or deterioration in
the business, assets, financial or trading position or profits or prospects of
the Linton Park Group taken as a whole;

(ii)  no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Linton Park Group is or may become a
party (whether as claimant or defendant or otherwise), and no material enquiry
or investigation by or complaint or reference to any government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
authority, court, trade agency, association or institution or professional or
environmental body or any other similar person or body whatsoever in any
relevant jurisdiction, against or in respect of any member of the Linton Park
Group, having been threatened, announced or instituted or remaining outstanding
by, against or in respect of any member of the Linton Park Group; and

(iii) no contingent or other liability having arisen or become apparent or
increased which might be likely in either case to have a material adverse effect
on the Linton Park Group taken as a whole.



3.  For the purposes of the conditions in paragraph 2.2(a), (b) and (c) of this
Appendix I, such conditions shall be deemed satisfied at the Hearing Record Time
unless prior notice that it has not been satisfied has been given by Camellia to
Linton Park.

Camellia reserves the right in its absolute discretion, to waive all or any of
the conditions contained in paragraph 2 of this Appendix I, in whole or in part.

Except with the Panel's consent, Camellia will not invoke any of the conditions
in paragraph 2 above so as to prevent Court Sanction from being sought unless
the circumstances which give rise to the right to invoke the relevant conditions
are of material significance to Camellia in the context of the Proposal.



APPENDIX II

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Code, any person who, alone or acting
together with any other person(s) pursuant to an agreement or understanding
(whether formal or informal) to acquire or control relevant securities of Linton
Park owns or controls, or becomes the owner or controller, directly or
indirectly, of one per cent. or more of any class of securities of Linton Park
is required to disclose, by not later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction, dealings in
such securities of that company (or in any option in respect of, or derivative
referenced to, any such securities) during the period to the date on which the
offer becomes or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn.

Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of Linton Park by any of its respective 'associates' (within the
meaning of the Code) must also be disclosed.

If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number [phone]; fax [phone].



APPENDIX III

RESPONSIBILITY STATEMENTS

a)    The Linton Park Directors, accept responsibility for the information
contained in this announcement other than that relating to the Camellia Group,
the Camellia Directors and their immediate families, and other than the
recommendation and associated opinions of the Independent Directors expressed in
this announcement, for which the Independent Directors alone accept
responsibility as referred to in paragraph (c) below.  To the best of the
knowledge and belief of the Linton Park Directors (who have taken all reasonable
care to ensure that such is the case), the information in this announcement for
which they take responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.



(b)   The Camellia Directors accept responsibility for the information contained
in this announcement relating to the Camellia Group, the Camellia Directors and
their immediate families and for their recommendation to Camellia Shareholders
and associated opinions contained in this announcement. To the best of the
knowledge and belief of the Camellia Directors (who have taken all reasonable
care to ensure that such is the case), the information in this announcement for
which they take responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.



(c)   The Independent Directors accept responsibility for the recommendation and
associated opinions contained in this announcement. To the best of the knowledge
and belief of the Independent Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they take responsibility is in accordance with facts and does not omit
anything likely to affect the import of such information.



APPENDIX IV

DEFINITIONS

In this announcement, unless the context otherwise requires, the following
expressions have the following meanings:


''Act''                          the Companies Act 1985, as amended
''Admission''                    admission of the New Camellia Shares to the Official List and to trading
                                 on the London Stock Exchange's market for listed securities
''AIM''                          the market by that name operated by the London Stock Exchange
''associated undertaking''       to be construed in accordance with the Act (but for this purpose ignoring
                                 paragraph 20(1)(b) of Schedule 4A thereof)
''Australia''                    the Commonwealth of Australia, its states, possessions and territories and
                                 all areas subject to its jurisdiction and any political sub-division
                                 thereof
''Business Day''                 a day (other than a Saturday, Sunday or public holidays) when banks are
                                 generally open for business in London
''Camellia''                     Camellia Plc, a company registered in England and Wales under company
                                 number 29559 and having its registered office at Linton Park, Linton, Near
                                 Maidstone, Kent ME17 4AB
''Camellia Board'' or 
''Camellia                       the directors of Camellia Directors''
''Camellia Circular''            the circular to be sent by Camellia to its shareholders in connection with
                                 the Proposal and incorporating the notice of the Camellia EGM
''Camellia EGM''                 the extraordinary general meeting of Camellia convened for 10.30 a.m. on
                                 31 October 2005 (including any adjournment thereof), notice of which will
                                 be set out in the Camellia Circular
''Camellia Group''               Camellia and its subsidiary undertakings (excluding the Linton Park Group)
''Camellia Shares''              the ordinary shares of 10 pence each in the capital of Camellia
''Canada''                       Canada, its possessions, provinces and territories and all areas subject
                                 to its jurisdiction and any political sub-division thereof
''Cash Consideration''           800 pence in respect of each 16 Scheme Shares held at 6.00 p.m. on the
                                 Record Date and so in proportion for any greater or lesser number of
                                 Scheme Shares so held
''Closing Price''                the closing middle market quotation as derived from the Daily Official
                                 List
''Code''                         The City Code on Takeovers and Mergers
''Court''                        the High Court of Justice in England and Wales
''Court Meeting''                the meeting of the Scheme Shareholders to consider the Scheme convened
                                 pursuant to an order of the Court under section 425 of the Act to be held
                                 at 10.00 a.m. on 31 October 2005 (including any adjournment thereof)
''Court Order''                  the order of the Court sanctioning the Scheme
''Daily Official List''          the Daily Official List of the London Stock Exchange
''Effective Date''               the date on which the Scheme becomes effective in accordance with its
                                 terms
''Enlarged Group''               the combined Camellia Group and Linton Park Group
''Excluded Linton Park Shares''  the 15,069,999 Linton Park Shares registered in the name of Camellia
''Explanatory Statement''        the explanatory statement from Teather & Greenwood prepared in compliance
                                 with section 426 of the Act to be set out in the Scheme Document
''Form of Proxy''                the form of proxy for use at the Court Meeting
''Hearing''                      the hearing by the Court of the petition to sanction the Scheme under
                                 section 425 of the Act and grant the Court Order
''Hearing Date''                 the date of the Hearing
''Hearing Record Time''          6.00 p.m. on the Business Day immediately preceding the Hearing Date
''holder''                       a registered holder including any person entitled by transmission
''Independent Directors''        Thomas G. Lupton and Bernard A. Siegfried
''Independent Shareholders''     Scheme Shareholders other than Camellia Holding AG
''Japan''                        Japan, its cities, prefectures, possessions and territories and all other
                                 areas subject to its jurisdiction and any political sub-division thereof
''Linton Park'' or the ''        Linton Park Plc
Company''
''Linton Park Board'' or ''      the directors of Linton Park
Linton Park Directors''
''Linton Park Group'' or the ''  Linton Park and its subsidiary undertakings
Group''
''Linton Park Shareholders''     holders of Linton Park Shares
''Linton Park Shares''           ordinary shares of 50 pence each in the capital of Linton Park
''London Stock Exchange''        London Stock Exchange plc
''New Camellia Shares''          the new Camellia Shares to be issued, credited as fully paid, pursuant to
                                 the Scheme
''Official List''                the official list maintained by the UKLA pursuant to Part VI of the
                                 Financial Services and Markets Act 2000
''Panel''                        The Panel on Takeovers and Mergers
''Proposal''                     the proposal set out in the Scheme Document, summarised in this
                                 announcement, for Linton Park to become a wholly-owned subsidiary of
                                 Camellia by way of the acquisition by Camellia of all the issued ordinary
                                 share capital of Linton Park not already owned by Camellia, to be
                                 implemented by means of the Scheme
''Record Date''                  the last Business Day immediately prior to the Effective Date
''Regulatory Information         has the meaning given to that expression in the Listing Rules
  Service''
''Scheme''                       the proposed scheme of arrangement under section 425 of the Act between
                                 (i) Linton Park, (ii) the Scheme Shareholders and (iii) Camellia, which
                                 has been summarised in this announcement and the full details of which
                                 will be set out in the Scheme Document in its original form, or with or
                                 subject to any modification, addition or condition approved or imposed by
                                 the Court and agreed by Linton Park and Camellia
''Scheme Document''              the formal scheme document to be posted by Linton Park to the holders of
                                 Linton Park Shares, other than Camellia, appearing on the register of
                                 members on the day before the date of that document, setting out the terms
                                 and conditions of the Proposal and the Scheme and including an explanatory
                                 statement under section 426 of the Act
''Scheme Shareholders''          holders of Scheme Shares
''Scheme Shares''                the Linton Park Shares other than the Excluded Linton Park Shares:

                                                  (i) in issue at the date of this document;

                                                 (ii)(if any) issued after the date of this document and prior to
                                                      the Voting Record Time; and

                                                (iii) (if any) issued on or after the Voting Record Time and prior to
                                                      the Hearing Record Time either on terms that the original or any
                                                      subsequent holder thereof shall be bound by the Scheme or in      
                                                      respect of which the holders thereof shall have agreed in writing 
                                                      to be bound by the Scheme


''Subsidiary'', ''Subsidiary     have the meanings given to them in the Act, ''associated undertakings''
Undertaking'', ''Associated      also being referred to as ''associates''
Undertaking'' and 
''Undertaking''
''Teather & Greenwood''          Teather & Greenwood Limited
''UKLA''                         the UK Listing Authority, a division of the Financial Services Authority,
                                 acting in its capacity as the competent authority for the purposes of Part
                                 VI of the Financial Services and Markets Act 2000
''United Kingdom'' or ''UK''     the United Kingdom of Great Britain and Northern Ireland
''United States'' or ''US''      the United States of America, its territories and possessions, any state
                                 of the United States and the District of Columbia



All times referred to in this announcement are references to London time.






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