RECOMMENDED MANDATORY CASH OFFER by CTI ENGINEERING CO. LIMITED

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1 http.:// corn/exchange/news/market-news/ma... 11/05/2017, Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 1 of 9 CTI Engineering Co., Ltd - Released 12:05 10-May-2017 Recommended Mandatory Offer for Waterman Group plc RNS Number : 7455E CTI Engineering Co., Ltd 10 May May 2017 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. RECOMMENDED MANDATORY CASH OFFER by CTI ENGINEERING CO. LIMITED for the entire issued and to be issued ordinary share capital of WATERMAN GROUP PLC not already agreed to be acquired by CTI Mandatory Offer On 9 May 2017 the boards of directors of CTI Engineering Co. Limited ("CTI") and Waterman Group plc ("Waterman") announced that they had reached agreement on the terms of a recommended cash offer to be made by CTI to acquire the entire issued and to be issued share capital of Waterman not already agreed to be acquired by CTI by way of a contractual offer under the Takeover Code and within the meaning of Part 28 of the Companies Act 2006 at a price of 140p per Waterman Share ("Offer Announcement"). The Offer Announcement refers to CTI having agreed to purchase, in aggregate, 8,131,419 Waterman Shares at the Offer Price representing approximately per cent. of the share capital of Waterman in issue on 8 May 2017 (being the Business Day prior to the date of the Offer

2 .....,...,.., 1.1 /05./ , Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 2 of 9 Announcement), conditional only on release of the Offer Announcement. Accordingly, immediately following its release on 9 May 2017, CTI became beneficially interested in 8,131,419 Waterman Shares. Subsequent to the release of the Offer Announcement, CTI has made market purchases of a further 1,096,238 Waterman Shares, such that CTI is now interested in 9,227,657 Waterman Shares representing per cent. of the voting rights normally exercisable at general meetings of Waterman. As a consequence of CTI acquiring an interest in Waterman carrying 30 per cent or more of the voting rights, in accordance with Rule 9 of the Takeover Code CTI is now required to make a mandatory cash offer to acquire all of the issued and to be issued share capital of Waterman not already owned by CTI ("Mandatory Offer"). As the further 1,096,238 Waterman Shares acquired by CTI were not purchased at a price higher than the initial offer price of 140p per Waterman Share, this remains the offer price under the Mandatory Offer. Acceptance condition The terms and conditions of the Mandatory Offer are identical to those of the Offer as set out in the Offer Announcement except that, in accordance with Rule 9 of the Takeover Code, all of the Conditions set out in Part A of Appendix I of the Offer Announcement will immediately cease to apply and will be replaced with the following revised Condition: "The Offer will be subject to the following Condition: valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as CTI may, subject to the rules of the Takeover Code or with the consent of the Panel, decide) in respect of such number of Waterman Shares which, when aggregated with any Waterman Shares acquired or agreed unconditionally to be acquired by CTI and any person acting in concert with CTI before or during the Offer Period, carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Waterman including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Waterman Shares that are unconditionally allotted but not issued, whether pursuant to the exercise of conversion or subscription rights or otherwise, before the Offer becomes or is declared unconditional as to acceptances. For the purposes of this condition: (i) "Waterman Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006; (ii) Waterman Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon being entered into the register of members of Waterman; and (iii) valid acceptances shall be deemed to have been received in respect of Waterman Shares which are treated for the purposes of

3 Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 3 of 9 section 979(8) Companies Act 2006 as having been acquired or contracted to be acquired by CTI by virtue of acceptances of the Offer." The First Closing Date will remain the date which falls 21 days after the posting of the Offer Document. Recommendation The Waterman Directors, who have been so advised by N+1 Singer, consider the terms of the Mandatory Offer to be fair and reasonable and continue to support the Mandatory Offer for the same reasons as set out in the Offer Announcement. In providing advice to the Waterman Directors, N+1 Singer has continued to take into account the commercial assessments of the Waterman Directors. N+1 Singer is providing independent financial advice for the purposes of Rule 3 of the Takeover Code to the Waterman Directors. Accordingly, the Waterman Directors unanimously intend to recommend that Waterman Shareholders accept (or procure the acceptance of) the Mandatory Offer. Financing of the Mandatory Offer The cash consideration payable by CTI under the terms of the Mandatory Offer will be financed from its existing cash resources. In accordance with Rule 2.7(d) of the Takeover Code, WH Ireland Limited, as financial adviser to CTI, is satisfied that sufficient resources are available to CTI to satisfy in full the cash consideration payable to Waterman Shareholders pursuant to the terms of the Mandatory Offer. Disclosure of interests As at the close of business on 9 May 2017, being the last practicable date prior to the publication of this announcement, except as set out above and in the Offer Announcement, neither CTI nor any of the CTI Directors nor, so far as the CTI Directors are aware, any person acting, or deemed to be acting, in concert with CTI: had an interest in, or right to subscribe for, relevant securities of Waterman; had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Waterman; had procured an irrevocable commitment or letter of intent 'to accept the Offer in respect of relevant securities of Waterman; or had borrowed or lent any Waterman Shares. Furthermore, except as set out above and in the Offer Announcement, no arrangement exists with CTI or any person acting in concert with CTI in relation to Waterman Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Waterman Shares which may be an inducement to deal or refrain from dealing in such securities. General Unless otherwise defined in this announcement, terms defined in the Offer Announcement have the same meaning in this announcement.

4 Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 4 of 9 This announcement should be read by Waterman Shareholders in conjunction with the Offer Document. The full terms of and conditions to the Offer (as amended as set out in this announcement) will be set out in the Offer Document and the Form of Acceptance which will be posted to Waterman Shareholders as soon as practicable and in any event within 28 days of the date of the Offer Announcement. In deciding whether or not to accept the Offer (as amended by this announcement), Waterman Shareholders should rely solely on the information contained in, and follow the procedures set out in the Offer Document and Form of Acceptance. Enquiries: WH Ireland Limited (Financial adviser to CTI) James Joyce / Nick Prowting Gideon Franklin Limited (Financial adviser to CTI) Gideon Franklin Waterman Group plc Nick Taylor, Chief Executive Officer Alex Steele, Chief Financial Officer Nplusl Singer Advisory LLP (Financial adviser and corporate broker to Waterman) Sandy Fraser / Lauren Kettle Further information WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to CTI and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than CTI for providing the protections afforded to clients of WH Ireland Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement. WH Ireland Limited has given, and not withdrawn, its consent to the inclusion in the announcement of the references to its name in the form and context in which it appears. Gideon Franklin Limited is acting exclusively as financial adviser for CTI and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than CTI for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement. Gideon Franklin Limited has given, and not withdrawn, its consent to the inclusion in the announcement of the references to its name in the form and context in which it appears.

5 1 7 Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 5 of 9 Nplusl Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Waterman and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Waterman for providing the protections afforded to clients of Nplusl Singer Advisory LLP or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Nplusl Singer Advisory LLP has given, and not withdrawn, its consent to the inclusion in the announcement of the references to its name and the advice it has given to Waterman in the form and context in which they appear. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER. OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF WATERMAN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). WATERMAN SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DISPATCHED, WHICH CTI EXPECTS TO DO SHORTLY. Forward looking statements This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by CTI and Waterman may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of CTI and/or Waterman and certain plans and objectives of the Waterman Directors and the CTI Directors with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Waterman Directors and/or the CTI Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set

6 /05/ Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 6 of 9 forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Waterman and CTI believe that the expectations reflected in such forward looking statements are reasonable, neither CTI nor Waterman, nor any of their respective associates or directors, officers or advisers, or any person acting on the behalf of CTI or Waterman provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of CTI, Waterman, any member of the CTI Group, any member of the Waterman Group, nor any CTI Director or Waterman Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of this announcement. Disclosure requirements of the Takeover Code Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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)

7 . 1 /05/20 17 Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 7 of 9 any securities exchange offeror(s), except to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code. 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 of the Takeover Code). 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 Panel's website at including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Publication of this announcement and availability of hard copies A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Waterman's website at and on CTI's English language website at by no later than 12 noon on 11 May 2017 until the end of the Offer Period. Neither the content of CTI's nor Waterman's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement. In addition, a hard copy of this announcement and any information incorporated by reference in this announcement may be requested free of charge by contacting the Registrars on +44 (0) or by writing to them at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU. Waterman Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. The Offer is subject to the provisions of the Takeover Code. Waterman Shareholders outside the United Kingdom The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose

8 _.., 11/05/2017 Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 8 of 9 possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction. The receipt of cash pursuant to the Offer by Waterman Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each Waterman Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer. This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover 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 and Wales. The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction. Waterman employees in Australia The Offer has not been approved or disapproved by the Australian Securities and Investments Commission or the Australian Securities Exchange nor has the Australian Securities and Investments Commission or the Australian Securities Exchange passed upon the accuracy or adequacy of the Offer or this announcement. The Offer is not regulated by Chapter 6 of the Corporations Act 2001 (Commonwealth of Australia). Status of Announcement

9 , 1 1 /05/20.1,7, Recommended Mandatory Offer for Waterman Group plc - RNS - Lond... Page 9 of 9 This announcement does not constitute a prospectus or prospectus equivalent document.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 24 NOVEMBER 2016 RESPONSE TO REVISED SEVERN TRENT WATER LIMITED OFFER. for DEE VALLEY GROUP PLC

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 24 NOVEMBER 2016 RESPONSE TO REVISED SEVERN TRENT WATER LIMITED OFFER. for DEE VALLEY GROUP PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE