Alexander Dennis Ltd and Optare plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

28 December 2011

FOR IMMEDIATE RELEASE

The board of Alexander Dennis Limited ("ADL") has noted the announcement made
by Optare plc ("Optare") on 20 December 2011 and the convening of a general
meeting of the shareholders of Optare on 6 January 2012.

ADL has written to the chairman of Optare and has requested information on the
business of Optare in order to assess whether or not ADL might be prepared to
consider making an offer for the entire issued share capital of Optare.

Following discussions between Noble Grossart Limited and the Takeover Panel,
the Panel Executive has ruled that, unless the Panel Executive rules otherwise,
ADL must, by 5.00 pm on 25 January 2012, either announce a firm intention to
make an offer for Optare under Rule 2.5 of the Code or announce that it does
not intend to make an offer for Optare. In the event that ADL announces that it
does not intend to make an offer for Optare, ADL and any person(s) acting in
concert with it will, except with the consent of the Panel Executive, be bound
by the restrictions contained in Rule 2.8 of the code for six months from the
date of such announcement.

This announcement does not amount to a firm intention to make an offer and,
accordingly, there can be no certainty that any offer will be made. Any offer
would be in cash.

Enquiries:

Alexander Dennis Limited                       0148 357 1271

Bill Simpson                                   0776 699 5000

Noble Grossart Limited                         0131 226 7011
Todd Nugent

Cardew Group                                   0207 930 0777
Rob Ballantyne
Shan Shan Willenbrock
Georgina Hall

Noble Grossart Limited ("Noble Grossart") is authorised and regulated by the
Financial Services Authority in the United Kingdom. Noble Grossart is acting
for ADL and no-one else in relation to the subject matter of this announcement
and will not be responsible to anyone other than ADL for providing the
protections afforded to clients of Noble Grossart and for providing advice in
relation to the subject matter of this announcement.

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified.  An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any paper
offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any paper offeror is first identified. 
Relevant persons who deal in the relevant securities of the offeree company or
of a paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror.  A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. 
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified.  If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on [phone].

 

In accordance with Rule 30.4 of the Code, a copy of this announcement will be
published on the Company's website at www.alexander-dennis.com.