Acquisition

Lupus Capital PLC
19 March 2007

  Not for release, publication or distribution into the United States, Canada,
                               Japan or Australia



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



Proposed acquisition of the Security Systems Division of The Laird Group PLC 
                           ('Laird Security Systems')



Summary

  • Lupus Capital announces that it has conditionally agreed to acquire the
    Security Systems Division of The Laird Group PLC for approximately £242.5
    million in cash. Approximately £230 million of the consideration will be
    payable on Completion with a further £12.5 million deferred and payable 12
    months after Completion.

  • Laird Security Systems is a leader in the design, development, manufacture
    and distribution of innovative products and solutions, which aim to improve
    performance and thermal efficiency and enhance protection and security, for
    homes and buildings within the UK and US residential building and home
    improvement markets.

  • For the year ended 31 December 2006, Laird Security Systems had sales of
    £237.7 million and generated operating profit after divisional management
    costs and before management charges, exceptional items and amortisation of
    acquired intangible assets of £31.6 million.

  • The consideration will be funded partly through a £136 million
    underwritten equity offering and partly through a new debt facility of up to
    £120 million to be provided by HSBC, HBOS and RBS.

  • HSBC has irrevocably undertaken to underwrite a £136 million equity
    offering to finance part of the proposed acquisition.  The timing and terms
    of the Equity Offering will be announced in due course. It is expected that
    the Equity Offering will be launched once the required Prospectus in
    relation to the offering has been finalised and approved by the UK Listing
    Authority.

  • Lupus Capital's shares were suspended from trading on 14 March 2007. The
    shares will remain suspended until publication of the Prospectus.

  • The Acquisition is conditional, inter alia, on the Resolutions being
    passed by Lupus Capital Shareholders at the EGM, the receipt of US antitrust
    clearance under the Hart-Scott-Rodino Act and approval of the transaction by
    the shareholders of The Laird Group PLC.

  • The Acquisition is categorised as a reverse take-over for Lupus Capital
    under the AIM Rules for Companies and as such requires the consent of Lupus
    Capital shareholders to be sought at the EGM expected to be held in April
    2007.

  • Lupus Capital announced its preliminary results for the year ended 31
    December 2006 on 2 March 2007. These results are stated in UK GAAP.

  • HSBC is acting as nominated adviser and broker to Lupus Capital and has
    irrevocably undertaken to underwrite the Equity Offering.





Commenting on the Acquisition, Greg Hutchings, Executive Chairman of Lupus
Capital, said:

'Following our recent announcement of record results, together with the
successful integration of the Schlegel Building Products business, we are
delighted to announce the acquisition of Laird Securities Systems.  The
acquisition is an exciting opportunity for Lupus and its shareholders and is
entirely in line with our strategy of acquiring asset based, positive cash flow
companies operating in industrial manufacturing, processes or services and is a
significant step in creating a successful growing international business.'



This summary should be read in conjunction with the full text of the following
announcement and the Prospectus to Shareholders relating to the Acquisition and
Equity Offering, which will be posted to Shareholders shortly.



Enquiries:



Equity Development                020 7405 7777

Alan Frame



HSBC Bank plc:

Investment Banking

Rupert Faure Walker                     020 7992 2101

James Pincus                            020 7992 2121



Equity Capital Markets

Nick Donald                             020 7991 1504

James Taylor                            020 7992 2179



Further information on Lupus Capital plc is available on the company's website
(www.lupuscapital.co.uk)







  Not for release, publication or distribution into the United States, Canada,
                               Japan or Australia



HSBC is acting exclusively for Lupus Capital plc and no one else in relation to
the Acquisition and Equity Offering referred to in this announcement and will
not be responsible to anyone other than Lupus Capital for providing the
protections afforded to their clients or for providing advice in relation to the
Acquisition and Equity Offering or any other matter referred to in this
announcement.

No offer or invitation to acquire shares in Lupus Capital plc is being made by
or in connection with this announcement. Any such offer will be made solely by
means of the Prospectus to be published by Lupus Capital plc in due course and
any acquisition of Ordinary Shares should be made on the basis of the
information contained in such Prospectus.

The Prospectus containing details of, inter alia, the Acquisition, the Equity
Offering and a notice of an Extraordinary General Meeting of the Company, to be
held at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, is
expected to be posted to Shareholders shortly, together with supporting
documentation and separate form of proxy for use at the Extraordinary General
Meeting. Copies of the Prospectus will also be available to the public, free of
charge, from the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY
and the registered office of the Company up until Admission.

This announcement and the information contained herein are not an offer for sale
of securities in or into the United States, Australia, Canada or Japan or in any
other jurisdiction. The Ordinary Shares, nor any rights to subscribe for such
Ordinary Shares, have not been and are not being registered under the United
State Securities Act of 1933, as amended (the Securities Act) and may not be
offered or sold in the United States or to or for the account or benefit of US
persons (as such terms are defined in Regulation S under such Act) absent
registration under, or an exemption from registration under, or in a transaction
not subject to the requirements of, the Securities Act. There will be no public
offer of securities in the United States.

This announcement and the information contained herein does not constitute an
offer to sell, exchange or transfer any securities of Lupus Capital plc and is
not soliciting an offer to purchase, exchange or transfer such securities in any
jurisdiction where the offer, sale, exchange or transfer is not permitted or to
any person or entity to whom it is unlawful to make that offer, sale, exchange
or transfer.

This announcement contains 'forward-looking statements' which include all
statements other than statements of historical facts, including, without
limitation, those regarding Lupus Capital's financial position, business
strategy, plans and objectives of management for future operations and any
statements preceded by, followed by or that include forward-looking terminology
such as the words 'targets', 'believes', 'estimates', 'expects', 'aims', '
intends', 'can', 'may', 'anticipates', 'would', 'should', 'could' or similar
expressions or the negative thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond Lupus
Capital's control that could cause the actual results, performance or
achievements of Lupus Capital to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding Lupus Capital's present and future business strategies and the
environment in which Lupus Capital will operate in the future. These
forward-looking statements speak only as at the date of this announcement. Lupus
Capital expressly disclaims any obligation or undertaking to disseminate any
updates or revisions in relation to any forward-looking statements contained
herein to reflect any change in Lupus Capital's expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based save as required by FSMA, the Prospectus Rules, Disclosure
and Transparency Rules and the AIM Rules. As a result of these factors, the
events described in the forward-looking statements in this announcement may not
occur.


  Not for release, publication or distribution into the United States, Canada,

                               Japan or Australia



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



Proposed acquisition of the Security Systems Division of The Laird Group PLC ('
                            Laird Security Systems')



1.      Background and introduction:

Lupus Capital announces that it has conditionally agreed to acquire the Laird
Security Systems Division of The Laird Group PLC for approximately £242.5
million in cash. Approximately £230 million of the consideration will be payable
on Completion with a further £12.5 million deferred and payable 12 months after
Completion.

The consideration will be funded partly through a £136 million underwritten
equity offering and partly through a new debt facility of up to £120 million to
be provided by HSBC, HBOS and RBS.

HSBC has irrevocably undertaken to underwrite a £136 million equity offering to
finance part of the proposed acquisition.  The timing and terms of the Equity
Offering will be announced in due course. It is expected that the Equity
Offering will be launched once the required Prospectus in relation to the Equity
Offering has been finalised and approved by the UK Listing Authority.

For the year ended 31 December 2006, Laird Security Systems had sales of £237.7
million and generated operating profit after divisional management costs and
before management charges, exceptional items and amortisation of acquired
intangible assets of £31.6 million.

The Acquisition is categorised as a reverse take-over for Lupus Capital under
the AIM Rules for Companies and as such requires the consent of the Existing
Shareholders to be sought at the EGM expected to be held in April 2007.

Lupus Capital's shares were suspended from trading on 14 March 2007. The shares
will remain suspended until the publication of the Prospectus.

The Acquisition is conditional, inter alia, on the Resolutions being passed by
Lupus Capital Shareholders at the EGM, the receipt of US antitrust clearance
under the Hart-Scott-Rodino Act and approval of the transaction by the
shareholders of The Laird Group PLC.

HSBC is acting as nominated adviser and broker to Lupus Capital and has
irrevocably undertaken to underwrite the Equity Offering.

The Directors of Lupus Capital believe that Laird Security Systems is a
profitable and highly cash generative business with an international
manufacturing capability that makes good margins and operates in a sector that
the Lupus Capital management team know well.  Laird Security Systems owns a
number of brands recognised throughout the industry and the business has good
market shares in its key markets.

Laird Security Systems represents a very strong fit with Lupus Capital's
strategy of acquiring asset based, positive cash flow companies operating in
industrial manufacturing, processes or services. The acquisition of Laird
Security Systems will provide a number of operational benefits which are
expected to create sustainable value for Lupus Capital shareholders:



•        The Acquisition gives Lupus Capital a good position in the building
products sector where long term trends towards higher standards of manufacture
and build, increased emphasis on personal security, and more stringent thermal
efficiency standards are each expected to underpin secular demand.

•        Laird Security Systems complements Lupus Capital's existing Schlegel
Building Products business and offers the potential for selling Laird Security
Systems' products through Schlegel Building Products' extensive international
distribution network.

•        Laird Security Systems' Chinese manufacturing subsidiary and developed
Far East sourcing network, allied to Schlegel Building Products' existing
arrangements, will help access sourcing from cost efficient locations for both
Laird Security Systems and Schlegel Building Products.

•        Laird Security Systems has demonstrated a consistent track record of
sales and cash generation over the past three years. The business operates in
the US and UK markets which are both profitable and have long term growth
characteristics.

Lupus Capital will look to use Laird Security Systems as a platform for growth
and will work with the management of Laird Security Systems to drive operational
improvements through the business, to pursue organic growth opportunities and to
make add-on acquisitions where they will add value.



2.      Principal terms of the Acquisition

The Acquisition Agreement is dated 19 March 2007, and is made between The Laird
Group PLC, Laird Overseas Holdings Limited (the 'Seller'), Amesbury Acquisition
Holdings, Inc., Jasper Acquisition Holdings Limited (together 'the Buyers') and
Lupus Capital plc. The Buyers are wholly owned subsidiaries of Lupus Capital.
The purchase consideration is approximately £242.5 million in cash with
approximately £230 million of the consideration payable on Completion and a
further £12.5 million deferred and payable 12 months after Completion



The Acquisition Agreement is conditional upon the satisfaction of the following
conditions:



-         the readmission to trading of the Enlarged Share Capital of Lupus
Capital on AIM following the cancellation of their listing pursuant to Rule 14
of the AIM Rules for Companies;

-         the passing at an Extraordinary General Meeting of Lupus Capital of
any resolution or resolutions required to approve the acquisition of Laird
Security Systems;

-         the passing at an Extraordinary General Meeting of The Laird Group PLC
of any resolution or resolutions required to approve the disposal of the Laird
Security Systems (this is because the disposal of Laird Security Systems is,
under the Listing Rules, a Class 1 transaction for The Laird Group PLC);

-         US antitrust clearance under the Hart-Scott-Rodino Antitrust
Improvements Act;

-         The Laird Group PLC having carried out certain pre-completion
intra-group transactions such that Laird Security Systems can be disposed of as
agreed between the parties; and

-         The Laird Group PLC having given the requisite notice to novate or
prepay certain loan stock issued by Laird Inc.



The Acquisition is expected to close approximately four weeks after the Lupus
Capital EGM, if all of the above conditions are met.



Further information on the terms and conditions of the Acquisition will be
contained in the Prospectus to be published and sent to shareholders shortly.



3.      Information on Laird Security Systems

Laird Security Systems is a leader in the design, development, manufacture and
distribution of innovative products and solutions. These aim to improve
performance and thermal efficiency and enhance protection and security, for
homes and buildings within the UK and US residential building and home
improvement markets. Its wide range of products includes window and door
hardware, composite doors, conservatories, uPVC products and window seals.



In recent years, the product range has been broadened and the business is being
repositioned towards the higher growth segments of its markets. Laird Security
Systems sources an increasing proportion of its hardware products from its well
established supply base in China, both from its own manufacturing facilities and
from its partner suppliers.



For the year ended 31 December 2006, Laird Security Systems had sales of £237.7
million (2005: £230.9 million) and generated operating profit after divisional
management costs and before management charges, exceptional items and
amortisation of acquired intangible assets of £31.6 million (2005: £31.7
million).



4.      Information on Lupus Capital

Lupus Capital is a holding company whose shares are traded on AIM. Lupus Capital
has a declared strategy:

  • to build shareholder value through the acquisition of industrial assets
    with the potential for development;
  • to apply the executive team's management skills and systems to improve
    profitability; and
  • to use a variety of funding mechanics and exit strategies to enhance
    shareholder value.

Lupus Capital owns two operating businesses, Schlegel Building Products, an
international manufacturer of window seals and related building products and
Gall Thomson, which is a supplier of marine and industrial breakaway couplings.



On 2 March 2007, Lupus Capital announced its results for the year ended 31
December 2006.  Lupus Capital recorded sales of £62.9 million (2005: £7.5
million) and operating profit of £11.5 million (2005: £2.3 million). These
results are as stated under UK GAAP.  The Prospectus will contain financial
information as stated under IFRS.  The 2006 results are not directly comparable
to 2005 as they include a major acquisition.





5.      Suspension in trading of Lupus Capital's shares

Further to the announcement made by Lupus Capital on 14 March 2007, Lupus
Capital's shares were suspended from trading with effect from 10.00 a.m. on 14
March 2007.  The Ordinary Shares will remain suspended until the Prospectus is
posted to shareholders.



6.      Details of the Equity Offering

HSBC has irrevocably undertaken to underwrite a £136 million equity offering to
finance part of the proposed acquisition.  The timing and terms of the future
Equity Offering will be announced in due course. It is expected that the Equity
Offering will be launched once the required Prospectus in relation to the
offering has been finalised and approved by the UK Listing Authority.



7.      Financial effects of the transaction on Lupus Capital

The Acquisition will have a transforming impact on the financial position of
Lupus Capital. The Directors believe that, taking into account the impact of the
Equity Offering, the Acquisition would have been earnings enhancing for the
Enlarged Group had it occurred at the start of the 2006 financial year. This
statement should not be interpreted to mean that future earnings of the Enlarged
Group will necessarily match or exceed the Group's historical published
earnings.

An unaudited pro forma net assets statement showing the financial effects of the
Transaction on Lupus Capital will be set out in the Prospectus to be published
and sent to shareholders shortly.



8.      Trends in current trading and prospects

Lupus Capital

Gall Thomson's trading in 2007 to date has been good and the business has a
healthy order book.  Gall Thomson expects that there will be good prospects for
the offshore oil and gas market over the coming year.  This is being driven by
the continuing expansion in the use of sub-sea production technologies, the move
into deep water areas and the exploitation of marginal fields.

KLAW has continued to extend its product range and has increased its marketing
efforts to penetrate the industrial couplings market.

Schlegel Building Products has started 2007 with encouraging order levels across
its various businesses and since the year end has traded in line with
expectations.



Laird Security Systems

Since 31 December 2006, Laird Security Systems has continued to trade in line
with expectations.



9.      Directors, Employees and Key Personnel of the Enlarged Group

Following Completion, the senior management of Laird Security Systems under the
existing leadership of Rich Koopmann in the US and Nick Whitwell and Vince
Conroy in the UK will remain with Laird Security Systems.

The existing employment rights, including pension rights, of employees of both
Lupus Capital and Laird Security Systems will be fully safeguarded.





10.  Extraordinary General Meeting

It is expected that an Extraordinary General Meeting of the Company will be held
in April 2007 at the offices of Slaughter and May, One Bunhill Row, London EC1Y
8YY for the purpose of considering and, if thought fit, passing the Resolutions.
  Further details will be set out in the Prospectus to be published and sent to
shareholders shortly.



11.  Recommendation

The Board, which has been so advised by HSBC, consider that the Transaction is
in the best interests of Lupus Capital's Shareholders.  In providing this
advice, HSBC has taken into account the Directors' commercial assessment of the
Transaction. Accordingly, the Board recommends that you vote in favour of the
Resolutions to be proposed at the EGM as the Directors intend to do in respect
of their own beneficial shareholdings, amounting to 33,505,145 Ordinary Shares
representing approximately 5.4 per cent. of the issued share capital of Lupus
Capital.  In addition, the trustees of the LESOT have indicated that they intend
to vote in favour of the Resolutions in respect of their holding of 63,385,676
Ordinary Shares representing approximately 10.3 per cent. of the issued share
capital of Lupus Capital.



12.  Documentation

A Prospectus to Shareholders containing the full terms and conditions of the
Acquisition and the Equity Offering, together with the relevant supporting
documentation is expected to be published and despatched to Lupus Capital
Shareholders shortly.

The Prospectus to Shareholders will also contain notice of the Extraordinary
General Meeting of Lupus Capital expected to be held in April 2007 for the
purposes of considering the necessary resolutions to implement the Acquisition
and Equity Offering.

Copies of the Prospectus will also be available to the public, free of charge,
from the offices of Slaughter and May, at One Bunhill Row, London EC1Y 8YY, and
the registered office of the Company until Admission.




Appendix 1: Definitions



The following definitions are used throughout this announcement except where the
context requires otherwise:

'Acquisition'                     the acquisition by Lupus Capital, through the Purchasing Subsidiaries,
                                  from The Laird Group PLC, of the Transferred Assets and entire issued
                                  share capital of the Transferred Subsidiaries
'Acquisition Agreement'           the conditional agreement for the Acquisition dated 19 March 2007
                                  between Lupus Capital, the Purchasing Subsidiaries, Laird Overseas
                                  Holdings Limited and The Laird Group PLC
'Admission'                       the admission of the Enlarged Share Capital to trading on AIM
'AIM'                             the Alternative Investment Market
'AIM Rules for Companies'         the rules published by the London Stock Exchange, which set out the
                                  rules and responsibilities in relation to AIM companies, as amended
                                  from time to time
'Amesbury Acquisition Holdings'   Amesbury Acquisition Holdings, Inc, a company incorporated under the
                                  laws of the State of Delaware, USA
'Business'                        the building products related businesses as carried out by Laird
                                  Security Systems
'Companies Act' or 'Act'          the Companies Act 1985, as amended by the Companies Act 1989
'Completion'                      completion of the Acquisition and the Equity Offering in accordance
                                  with the terms of the Equity Offering and Acquisition Agreement
'Enlarged Group'                  the Lupus Capital Group as enlarged by Laird Security Systems
'Enlarged Share Capital'          the issued ordinary share capital of Lupus Capital immediately
                                  following completion of the Equity Offering including the Existing
                                  Ordinary Shares and the New Ordinary Shares
'Equity Offering'                 the £136 million equity offering, irrevocably underwritten by HSBC, to
                                  part finance the proposed acquisition, the timing and terms of which
                                  will be announced in due course
'Existing Ordinary Shares'        the Ordinary Shares in issue as at the date of this announcement
'Existing Shareholders'           the holders of the Existing Ordinary Shares
'Extraordinary General Meeting'   the extraordinary general meeting of Lupus Capital expected to be held
or 'EGM'                          in April 2007, notice of which is set out in the Prospectus
'FSA'                             Financial Services Authority
'FSMA'                            the Financial Services and Markets Act 2000
'Gall Thomson'                    Gall Thomson Environmental Limited, incorporated in England and Wales
                                  under the Act with registered number 2852924
'HSBC'                            HSBC Bank plc, a company incorporated in England and Wales under the
                                  Act with registered number 14259
'IFRS'                            International Financial Reporting Standards
'Jasper Acquisition Holdings      Jasper Acquisition Holdings Limited, a company incorporated in England
Limited'                          and Wales under the Act with registered number 6078798
'KLAW'                            KLAW Products Limited, a company incorporated in England and Wales
                                  under the Act with registered number 316007
'LESOT'                           the Lupus Capital Employee Share Ownership Trust
'Listing Rules'                   the Listing Rules of the FSA
'London Stock Exchange'           London Stock Exchange plc
'Lupus Capital'                   Lupus Capital plc, a company incorporated in England and Wales under
                                  the Act and domiciled in the UK with registered number 2806007
'Lupus Capital Group' or 'the     Lupus Capital and its subsidiaries, or any one or more of them as the
Group'                            context requires
'LSSD UK Limited'                 LSSD UK Limited, a company incorporated in England and Wales under the
                                  Act with registered number 2838541

'LSSD UK Limited Subsidiaries'    Balance UK Limited; Designgarden Limited; ERA Products Limited;
                                  Crompton Limited; EWS (Manufacturing) Limited; Intron Limited; Homesafe
                                  Doors Limited; Laird Lifestyle Products Limited; Laird Security
                                  Hardware Limited; Omega Spring Technology Limited; LSS Trading (Ningbo)
                                  Limited; J.K. Furnex Limited; Laird Security Systems (Ningbo) Limited;
                                  Amesbury Springs Limited; Feneseal Limited; Hardware Engineering
                                  Limited; Euromond Limited; Linear Limited; Lindman Group Limited;
                                  Lindman Limited; Securidor (Holdings) Limited; Securidor Limited;
                                  Ventrolla Limited; and LSSD UK (No.1) Limited
'New Ordinary Shares'             the new ordinary shares of 0.5p each to be issued by Lupus Capital
                                  pursuant to the Equity Offering
'Notice'                          the notice of the Extraordinary General Meeting of Lupus Capital to be
                                  held for the purpose of considering and, if thought fit, passing the
                                  Resolutions
'Ordinary Shares'                 ordinary shares of 0.5p each in the capital of Lupus Capital
'Prospectus'                      the prospectus, prepared in accordance with the Prospectus Rules, to be
                                  published and despatched to Shareholders shortly
'Prospectus Rules'                the Prospectus Rules of the Financial Services Authority
'Purchasing Subsidiaries'         Amesbury Acquisition Holdings, Inc. and Jasper Acquisition Holdings
                                  Limited
'Resolutions'                     the ordinary resolutions and special resolutions approving the
                                  Acquisition and Equity Offering to be proposed at the EGM
'Securities Act'                  the US Securities Act of 1933, as amended
'Shareholders'                    the holders of Ordinary Shares in Lupus Capital
'Share Incentive Arrangements'    the LESOT and the EMI Scheme (including the option agreement between
                                  Lupus Capital and Greg Hutchings granted under the EMI Scheme) and the
                                  subscription agreement between the Trustees and Lupus Capital
'Transaction'                     the Acquisition, Equity Offering and the Resolutions
'Trustees'                        the trustees of the LESOT
'UK' or 'United Kingdom'          the United Kingdom of Great Britain and Northern Ireland
'UK GAAP'                         generally accepted accounting principles in the UK
'UK Listing Authority' or 'UKLA'  the Financial Services Authority acting in its capacity as the
                                  competent authority for the purpose of Part VI of the Financial
                                  Services and Markets Act 2000
'Uncertified Share' or '          a share or other security which is in an uncertificated form
uncertificated share'
'US', 'USA' or 'United States'    the United States of America, its territories and possessions, any
                                  state of the United States and the District of Columbia and all other
                                  areas subject to its jurisdiction




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