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Venturia PLC (VRA)

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Friday 17 December, 2004

Venturia PLC

Tender Offer

Venturia PLC
17 December 2004


17 December 2004

                   Venturia Plc ('Venturia' or the 'Company')

                          Bonus Issue and Tender Offer


INTRODUCTION

On 28 May 2004, the Company announced details of a proposed capital
reorganisation in order to enable it to buy back the majority of the ordinary
shares of 0.1p each in the capital of the Company ('Ordinary Shares') and to buy
back all of the preference shares of £1 each in the capital of the Company ('
Preference Shares').  The Company was precluded at that time from doing this
because, inter alia, it had a substantial deficit on its profit and loss
account, which it intended to eliminate pursuant to the proposed capital
reorganisation.

The capital reorganisation required the consent of shareholders in the first
instance, prior to that of the High Court.

All the resolutions relating to the capital reorganisation were duly approved at
the Annual General Meeting of the Company on 30 June 2004 and on 24 November
2004 the Company's petition for the cancellation of the share premium account
was approved in the High Court.


The BONUS ISSUE

In order to maintain a minimum level of nominal share capital of £50,000 on
completion of the capital reorganisation and buy back of shares, the Company is
effecting a bonus issue of Ordinary Shares by capitalising part of the former
share premium account.  The bonus shares will be issued to the holders of
Ordinary Shares whose names appeared on the register of members of the Company
at 5.00 p.m. on 16 December 2004 (being the last practicable date before this
announcement) on the basis of one Ordinary Share (a 'Bonus Share') for every two
Ordinary Shares held.

The share premium account of the Company will be reduced from £4,369,314 to nil.
That amount will be applied first in paying up the nominal amount of the Bonus
Shares and then in eliminating the deficit on the Company's profit and loss
account, with the remainder creating a distributable reserve of £2,582,755.

In order to avoid the Company's Ordinary Shares having a market price of less
than 1p (following the proposed buy back referred to below), the Company is to
consolidate every 10 Ordinary Shares into 1 ordinary share of 1 pence (a 'New
Ordinary Share') ('Consolidation').  Fractions of New Ordinary Shares will not
be issued, but instead will be rounded up to the nearest whole share.

Following the Bonus Issue and Consolidation, the Company will have 13,087,500
New Ordinary Shares in issue.

Whereas it had been originally intended to leave existing documents of title to
shares in place, it is now considered more preferable to revise CREST accounts
or issue new certificates for the New Ordinary Shares (i.e. to include the bonus
shares). The Company has applied for admission of the New Ordinary Shares to
trading on AIM, which is expected to take effect at 8.00 a.m. on 17 December
2004.

It was also agreed at the Annual General Meeting that an offer should be made to
all shareholders to buy back up to 60 per cent. of the New Ordinary Shares on a
pro rata basis (thus treating all holders of New Ordinary Shares equally) at a
price of between 29p and 31p per New Ordinary Share.  The Board has decided that
this buy back should be by way of tender offer at a price of 31p per share.

The Company currently has in issue 130,000 Preference Shares all of which are
owned by Armstrong Brooks Plc (of which Robert Cory and Peter Sanderson are both
directors, and which Robert Cory and his wife own outright).  Resolutions were
approved at the Annual General Meeting for the Company to buy back the
Preference Shares at the same time as it effects the Tender Offer to buy back up
to 60% of the New Ordinary Shares and the Board intends to proceed accordingly.


THE TENDER OFFER

Summary of the Tender Offer
•    the Company is making a tender offer for up to 7,852,500 New Ordinary 
     Shares, representing 60 per cent. of the Company's revised issued
     ordinary share capital ('the Tender Offer')
•    Shareholders will be able to decide whether to continue their investment in 
     the Company or to tender some of their New Ordinary Shares within
     the overall limit of the Tender Offer
•    the price at which New Ordinary Shares will be acquired will be 31p per 
     share


The Tender Offer

The Tender Offer is being made for up to 60 per cent. of the New Ordinary Shares
in issue to Shareholders other than Excluded Overseas Shareholders ('Basic
Entitlement'). Shareholders are therefore entitled to have up to 60 per cent. of
their holdings purchased in the Tender Offer.

Shareholders (other than Excluded Overseas Shareholders) therefore have the
following options in the Tender Offer:

•    to take no action and continue their investment in respect of all of their 
     New Ordinary Shares; or
•    to tender up to their Basic Entitlement in the Tender Offer for purchase by 
     the Company and to receive cash in consideration of such purchase.


The Company has received confirmation from Armstrong Brooks Plc, which is
currently interested in 83,107,366 Ordinary Shares, representing 95.3 per cent.
of the issued ordinary share capital of the Company, that it intends to tender
for 7,479,663 New Ordinary Shares, representing 60 per cent. of its
shareholding, to be bought back pursuant to the Tender Offer, leaving it a
residual holding of 4,986,442 New Ordinary Shares, representing between 88.9 per
cent. and 95.3 per cent. of the issued ordinary share capital of the Company,
depending on the level of take up of the Tender Offer.

Shareholders are not obliged to tender any New Ordinary Shares and those who do
not wish to sell any of their New Ordinary Shares in the Tender Offer should not
return their Tender Forms.

Settlement of Tender Offer consideration

Tender Forms must be received by 17 January 2005 and the proceeds will be
despatched and CREST accounts credited on 28 January 2005.

Funding of the Tender Offer

The purchase by the Company of New Ordinary Shares may only take place under the
provisions of the Companies Act 1985, as amended if the Company has sufficient
distributable reserves available. Following the cancellation of the Share
Premium Account, as approved by the Court on 24 November 2004, the Company has
distributable reserves of £2,582,755. As at 30 November 2004, the Company had
£2.92 million in cash resources from which the proceeds of the Tender Offer will
be paid.

Benefits of the Tender Offer

The Directors believe that the Tender Offer will return to Shareholders the cash
which is surplus to the foreseeable needs of the business and thereby provides
an opportunity for all Shareholders (other than Excluded Overseas Shareholders)
to realise a proportion of their investment in cash.

FUTURE BUSINESS STRATEGY

The Board intends to continue to look for appropriate acquisition candidates,
with the likely industry sectors for investment continuing to be businesses
which are peripheral to industrial and commercial property or technology
businesses, particularly those involved in computing and telecommunications, in
which members of the Board have experience.  Following the implementation of the
buy backs and assuming full acceptances, the Company will retain approximately
£300,000 of cash, which the Board believes will provide the Company with
sufficient working capital to enable it to carry out this strategy.

RECOMMENDATION

The Directors make no recommendation to Shareholders in relation to their
participation in the Tender Offer.  Whether or not Shareholders decide to tender
all or any of their New Ordinary Shares will depend, among other things, on
their view of the Company's prospects and their own individual circumstances
including their tax position.

Enquiries:

Martin Robinson, Venturia       0161 819 5800







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