Circ re. Panel Waiver

Judges Capital PLC
28 April 2008



28 April 2008

Judges Capital plc (the 'Company' or 'Judges Capital')

Proposed approval of Waiver granted by the Panel on Takeovers and Mergers (the 
'Panel') under Rule 9 of the Takeover Code on Takeovers and Mergers in relation
to the purchase of its own shares

Authority to make purchases of its own shares

Approval of Resolution in relation to Convertible Redeemable Shares

Notice of Extraordinary General Meeting to be held on 22 May 2008

The Board of Judges Capital announces that a circular (the 'Circular') has been
posted to shareholders today convening an Extraordinary General Meeting of the
Company to be held at 11.30 a.m. on 22 May 2008 (the 'EGM')
. The purpose of the
Circular is:

(1) to give details regarding, and seek Shareholder approval for, an authority
for the Company to purchase in the market up to 14.99 per cent. of the issued
Ordinary Shares of the Company (the 'Share Purchase Authority');

(2) to seek the approval by independent Shareholders of a waiver, which has been
granted by the Panel, sbject to the approval at the EGM by independent
Shareholders on a poll, of any obligation on the part of a concert party of
Shareholders of the Company (comprising David Cicurel Securities Limited ('DCS
'); David Cicurel (Director); Dawnay Day Corporate Finance Limited; ForwardIssue
Limited; Totalassist Company Limited; Guy Naggar and the Naggar Family Pension
Scheme(the 'Concert Party')) to make a general offer to Shareholders under Rule
9 of the Takeover Code which might otherwise arise upon any exercise by the
Company of the Share Purchase Authority (the 'Waiver'); and

(3) to seek the approval of a Resolution allowing the exercise by DCS of any of
the Convertible Redeemable Shares (as defined in the Circular) in the capital of
the Company held by it.

Additionally, the Circular sets out the background to and reasons for the above
proposals (the 'Proposals'), including why the independent Directors of the
Company (being, the Directors of the Company other David Cicurel (the '
Independent Directors')), who have been so advised by Shore Capital and
Corporate Limited, consider the Proposals to be in the best interests of the
Company and its Shareholders as a whole and unanimously recommend that
independent Shareholders (being Shareholders other than the Concert Party
Shareholders ('Independent Shareholders') vote in favour of the Resolutions at
the EGM as they intend to do in respect of their own shareholdings of 83,791
Ordinary Shares, representing approximately 2.35 per cent. of the Ordinary
Shares in issue at the date of this announcement.

The Company's annual report and accounts for 2007 was also posted to
Shareholders today together with a notice of Annual General Meeting to take
place at 12 p.m. on 22 May 2008.

Background to and reasons for the proposed Share Purchase Authority

On 29 January 2008, the Company issued a trading update announcement relating to
the year ended 31 December 2007. That announcement stated that the Group had
continued to trade strongly during the second half and, further, that the Board
anticipated that the results for the full year ended 31 December 2007 would
exceed the then prevailing market expectations. The Company issued its
preliminary statement of results for the year ended 31 December 2007 on 28 March
2008 reporting record sales of £6.2 million (2006: £5.2 million), record profits
of £836,000 (2006: £516,000) before tax, gains on divestments and amortisation,
and record adjusted fully diluted earnings per share of 12.9p (2006: 8.6p).

The Board also reported that the Company entered the New Year with an almost
doubled order book compared to the level reached at the beginning of 2007 which,
in the opinion of the Directors, augured well for 2008. A copy of the Annual
Report and Accounts is enclosed with the Circular for Shareholders' information.

The Independent Directors believe that the Company's share price does not
reflect the Group's favourable prospects and that this is at least partly as a
result of the limited liquidity in the Company's shares. The Independent
Directors believe that the proposed Share Purchase Authority can assist in
providing an exit for shareholders who currently may not be able to sell due to
the limited liquidity in the Company's shares.

The Takeover Code requirements

Rule 9 of the Takeover Code (''Rule 9'') stipulates, inter alia, that if (a) any
person acquires, an interest (as defined in the Takeover Code) in shares which
taken together with shares in which persons acting in concert with him are
interested carry 30 per cent. or more of the voting rights of a company; or (b)
any person, together with persons acting in concert with him, is interested in
shares which in the aggregate carry not less than 30 per cent. of the voting
rights of a company but does not hold shares carrying more than 50 per cent. of
such voting rights and such person, or any person acting in concert with him,
acquires an interest in any other shares which increases the percentage of the
voting rights in which he is interested; such person will normally be required
by the Panel to make a general offer to the remaining shareholders to acquire
their shares. An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer or any person acting in
concert with him for any interest in shares in the company during the twelve
months prior to the announcement of the offer.

Under Rule 37 of the Takeover Code, when a company purchases its own voting
shares, any resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert is interested
will be treated as an acquisition for the purpose of Rule 9 (although a
shareholder who is neither a director nor deemed to be acting in concert with a
director will not normally incur an obligation to make an offer under Rule 9).

The Takeover Code states that persons are acting in concert if, inter alia, they
co-operate, pursuant to an agreement or understanding (whether formal or
informal) to obtain or consolidate control of a company. A person and each of
its affiliated persons will be deemed to be acting in concert all with each
other. The Panel considers that for these purposes, DCS; David Cicurel; Dawnay
Day Corporate Finance Limited; ForwardIssue Limited; Totalassist Company
Limited; Guy Naggar and the Naggar Family Pension Scheme, members of their
immediate families and certain trusts and entities related to them and members
of their immediate families are acting in concert. Full details of the
constituent members of the Concert Party are set out in the Circular.

Current and potential shareholding of the Concert Party

The aggregate shareholding interests of the Concert Party in the Company as at
25 April 2008 was 1,333,988 Ordinary Shares, representing 37.46 per cent. of the
issued share capital of the Company. In addition, DCS, a member of the Concert
Party, holds Convertible Redeemable Shares which, if converted, would increase
the aggregate shareholding of the Concert Party. Details of the Convertible
Redeemable Shares are set out below.

Convertible Redeemable Shares

Prior to admission of the issued share capital of the Company to AIM on 7
January 2003, the founding directors of the Company subscribed for and were
issued a total of 5,000,000 Convertible Redeemable Shares. The holders of the
Convertible Redeemable Shares have the right to convert all or part of their
holding of Convertible Redeemable Shares into an amount of Ordinary Shares, such
that if all the Convertible Redeemable Shares were converted at the same time,
the total number of new Ordinary Shares to be issued pursuant to the conversion
would equal 12 per cent. of the enlarged issued share capital. The amount to be
paid on conversion of each Convertible Redeemable Share is 95 pence per new
Ordinary Share issued as a result of the conversion.

DCS currently holds 4,166,667 Convertible Redeemable Shares. It was stated in
the AIM Re-Admission Document dated 29 April 2005 that it was intended to seek a
vote of Independent Shareholders to enable DCS to exercise its conversion
rights. This Resolution is being sought as part of the Proposals.

If the Convertible Redeemable Shares were converted on 25 April 2008 then they
would convert into 485,574 new Ordinary Shares. DCS, a member of the Concert
Party, would hold 404,645 of these new Ordinary Shares. If DCS converted its
Convertible Redeemable Shares (and no others were converted) on 25 April 2008,
the aggregate shareholding interests of the Concert Party in the Company would
be 1,738,633 Ordinary Shares, representing 43.84 per cent. of the issued share
capital of the Company.

Dispensation from Rule 9 of the Takeover Code in relation to the repurchase by
the Company of its own shares

The Independent Directors have applied to the Panel for a waiver of Rule 9 of
the Takeover Code in order to permit the Share Purchase Authority proposed under
Resolution 2 to be exercised by the Board (if such authority is approved by
Shareholders) without triggering an obligation on the part of the Concert Party
to make a general offer to Shareholders. The Panel has agreed, subject to
Independent Shareholders' approval on a poll, to waive any obligation for the
Concert Party to make a general offer to all Shareholders where such an
obligation would arise as a result of purchases by the Company of up to 533,775
Ordinary Shares pursuant to the Share Purchase Authority. The waiver granted by
the Panel relates only to any increase in the percentage of Ordinary Shares held
by the Concert Party as a result of purchases by the Company of Ordinary Shares
pursuant to the Share Purchase Authority and is conditional on the passing of
Resolution 1 by the Independent Shareholders of the Company on a poll. As the
members of the Concert Party are interested in the outcome of Resolution 1, they
will be precluded from voting on that Resolution.

Following exercise of the Share Purchase Authority (either in whole or in part),
the Concert Party will remain interested in shares which carry more than 30 per
cent. but will not hold more than 50 per cent. of the Company's voting share
capital and any further increase in the number of Ordinary Shares in which it is
interested (other than as a result of a further exercise of the buyback
authority) will be subject to the provisions of Rule 9 of the Takeover Code.

DCS's Convertible Redeemable Shares

DCS currently holds 4,166,667 Convertible Redeemable Shares. It was stated in
the AIM Re-Admission Document (as defined in the Circular) that it was intended
to seek a vote of Independent Shareholders to enable DCS to exercise its
conversion rights. This resolution is being sought as part of the Proposals
(Resolution 3). The Concert Party will be precluded from voting on that
resolution.

Panel Waiver

Following an application by the Independent Directors, the Panel has agreed,
subject to the approval of Resolution 1 on a poll by the Independent
Shareholders at the EGM, to grant the Waiver. The effect of the Waiver, if
approved by the Independent Shareholders, would be that the Concert Party would
not be required to make a general offer under Rule 9 of the Takeover Code that
would otherwise arise due to the increase in the aggregate holding of the
Concert Party resulting from the purchase by the Company of its own Ordinary
Shares pursuant to the Share Purchase Authority.

The Resolution to approve the Waiver is subject to the approval of the
Independent Shareholders on a poll. The Independent Shareholders are the
Shareholders other than members of the Concert Party.

Extraordinary General Meeting

The EGM will take place at 8-10 Grosvenor Gardens SW1W 0DH at 11.30 a.m. on 22
May 2008.

Document availability

An electronic copy of the shareholder circular can be accessed at the Company's
website: www.judges.uk.com

Enquiries:

David Cicurel, Chief Executive, Judges Capital plc - 01342 323 600

Pascal Keane, Nominated Adviser, Shore Capital and Corporate Limited
- 020 7408 4090

Melvyn Marckus, Cardew Group - 07775 896 491




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