Recommended Offers for Octroi Group Plc - Part 2

Lupus Capital PLC
29 November 1999

PART 2

LUPUS CAPITAL PLC
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APPENDIX

LUPUS CAPITAL PLC

RECOMMENDED OFFERS FOR OCTROI GROUP PLC

Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.


1. Conditions of the Offers

The Ordinary Offer will be subject to the following conditions:-

(a)       valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the first closing date of the Offers
(or such later time(s) and/or date(s) as Lupus may, subject to the rules of
the Code, decide) in respect of not less than 90 per cent.(or such lesser
percentage as Lupus may decide) of the Octroi Ordinary Shares to which the
Ordinary Offer relates, provided that, unless agreed by the Panel, this
condition will not be satisfied unless Lupus and/or its wholly-owned
subsidiaries have acquired or agreed to acquire (pursuant to the Ordinary
Offer or otherwise), directly or indirectly, Octroi Ordinary Shares carrying,
in aggregate, over 50 per cent. of the voting rights then normally exercisable
at general meetings of Octroi on such basis as may be required by the Panel
(including for this purpose, to the extent (if any) required by the Panel, any
voting rights attaching to any shares which are unconditionally allotted or
issued before the Ordinary Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of conversion or subscription
rights or otherwise); and for this purpose (i) the expression 'Octroi Ordinary
Shares to which the Ordinary Offer relates' shall be construed in accordance
with sections 428-430F of the Companies Act 1985; and (ii) shares which have
been unconditionally allotted shall be deemed to carry the voting rights which
they will carry on issue;

(b)        valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. the first closing date of the Offers
(or such later time(s) and/or date(s) as Lupus may, subject to the rules of
the Code, decide) in respect of not less than 90 per cent.(or such lesser
percentage as Lupus may decide) of the Octroi Preference Shares to which the
Preference Offer relates; and for this purpose the expression 'Octroi
Preference Shares to which the Preference Offer relates' shall be construed in
accordance with sections 428-430F of the Companies Act 1985;

(c)        valid acceptances to waive their Dividend Rights being received by
not later than 3.00pm on the first closing date of the Offers (or such later
time(s) and/or date(s) as Lupus may decide) from Dividend Holders in respect
of not less than 50 per cent. (or such lesser percentage as Lupus may decide)
of all outstanding Dividend Rights;

(d)        the Gall Thomson Offer becoming unconditional in all respects (save
for Admission and any condition relating to the Offers becoming unconditional
in all respects);

(e)        the passing at an Extraordinary General Meeting (or at any
adjournment thereof) of Lupus of any resolution or resolutions which are
necessary or, in the reasonable opinion of Lupus, desirable to approve, fund,
effect and implement the Offers and the acquisition of Octroi and of any
Octroi Shares;

(f)        Admission;
 
(g)        no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in any
jurisdiction (each, a 'Relevant Authority') having decided to take,
instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute, regulation
or order or otherwise taken any other step or done any thing, and there not
being outstanding any statute, legislation or order, that would or is
reasonably likely to:

(i)        restrict, restrain, prohibit, materially delay, impose additional
conditions or obligations with respect to, or otherwise interfere with the
implementation of, the Offers or the acquisition of any Octroi Shares by Lupus
or any matters arising therefrom;

(ii)        result in a material delay in the ability of Lupus, or render
Lupus unable, to acquire some or all of the Octroi Shares;

(iii)        require, prevent, delay or affect the divestiture by Lupus or any
of its subsidiaries, subsidiary undertakings or associated undertakings
(including any company of which 20 per cent. or more of the voting capital is
held by the Lupus Group or any partnership, joint venture, firm or company in
which any of them may be interested) (together the 'wider Lupus Group') or
Octroi or any of its subsidiaries or subsidiary undertakings (including any
company of which 20 per cent. or more of the voting capital is held by the
Octroi Group or any partnership, joint venture, firm or company in which any
of them may be interested) (together the 'wider Octroi Group') of all or any
portion of their businesses, assets or property or of any Octroi Shares or
other securities in Octroi or impose any limitation on the ability of any of
them to conduct their respective businesses or own their respective assets or
properties or any part thereof;

(iv)        impose any limitation on the ability of any member of the wider
Lupus Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the Octroi Shares (whether acquired
pursuant to the Offers or otherwise);

(v)        require any member of the wider Lupus Group or the wider Octroi
Group to offer to acquire any shares or other securities or rights thereover
in any member of the wider Octroi Group owned by any third party;

(vi)        make the Offers or their implementation or the proposed
acquisition of any Octroi Shares or any other shares or securities in, or
control of, Octroi, illegal, void or unenforceable in or under the laws of any
jurisdiction;

(vii)        impose any limitation on the ability of any member of the wider
Lupus Group or the wider Octroi Group to co-ordinate its business, or any part
of it, with the business of any other member of the wider Lupus Group or the
wider Octroi Group; or

(viii)        otherwise adversely affect any or all of the businesses, assets,
prospects or profits of any member of the wider Octroi Group or the exercise
of rights of shares of any company in the Octroi Group which, in each case is
material in the context of the wider Octroi Group taken as a whole,

and all applicable waiting periods during which such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;

(h)        all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, necessary or appropriate for
or in respect of the Offers, the proposed acquisition of any shares or
securities in, or control of, Octroi by any member of the wider Lupus Group,
the issue of the New Lupus Shares or any matters arising therefrom being
obtained in terms reasonably satisfactory to Lupus from all appropriate
Relevant Authorities or (without prejudice to the generality of the foregoing)
from any persons or bodies with whom any members of the wider Octroi Group or
the wider Lupus Group has entered into contractual arrangements and such
authorisations, orders, grants, consents, clearances, licences, permissions
and approvals remaining in full force and effect and there being no intimation
of any intention to revoke or not to renew the same and all necessary filings
having been made, all appropriate waiting and other time periods (including
extensions thereto) under any applicable legislation and regulations in any
jurisdiction having expired, lapsed or been terminated and all necessary
statutory or regulatory obligations in any jurisdiction in respect of the
Offers or the proposed acquisition of Octroi by Lupus or of any Octroi Shares
having been complied with;

(i)        assurances being received, in terms reasonably satisfactory to
Lupus, from the relevant authorities or any party with whom any member of the
wider Octroi Group has any contractual or other relationship that the
interests held by any member of the wider Octroi Group under licences, leases,
consents, permits and other rights will not be adversely amended or otherwise
adversely affected in any material respect by the Offers or the proposed
acquisition of Octroi or any matters arising therefrom, that such licences,
leases, consents, permits and other rights are in full force and effect and
that there is no intention to revoke or amend any of the same;

(j)        there being no provision of any agreement, instrument, permit,
licence or other arrangement to which any member of the wider Octroi Group is
a party or by or to which it or any of its assets may be bound or subject
which, as a consequence of the Offers or the acquisition of Octroi or because
of a change in the control or management of Octroi or any member of the Octroi
Group or otherwise is reasonably likely to have the result that:

(i)        any moneys borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the wider Octroi Group
becomes or is capable of being declared repayable immediately or earlier than
the repayment date stated in such agreement, instrument or other arrangement
or the ability of any member of the wider Octroi Group to borrow moneys or
incur indebtedness is withdrawn, inhibited or adversely affected;

(ii)        any mortgage, charge or other security interest is created over
the whole or any part of the business, property or assets of any member of the
wider Octroi Group or any such security (whenever arising) becomes
enforceable;

(iii)        any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any member of
the wider Octroi Group therein, is terminated or adversely modified or
affected or any action is taken or onerous obligation arises thereunder;

(iv)        the financial or trading position of any member of the wider
Octroi Group is prejudiced or adversely affected to an extent which is
material in the context of the wider Octroi Group taken as a whole;

(v)        any material asset or, other than in the ordinary course of
business, any asset of the wider Octroi Group being or falling to be charged
or disposed of;

(vi)        the rights, liabilities, obligations or interests or business of
any member of the wider Octroi Group in or with any other person, firm or
company (or any arrangement relating to such interest or business) is
terminated, modified and adversely and materially affected; or

(vii)       any member of the wider Octroi Group ceases to be able to carry on
business under any name under which it currently does so;

(k)        since 31 March 1999 (being the date to which the latest published
audited report and accounts of Octroi were made up) save as fairly disclosed
by Octroi or its advisers to Lupus or its advisers prior to 27 November 1999
or as otherwise disclosed in this document, no member of the Octroi Group
having:

(i)        issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue
of or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital;

(ii)        recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution other than
dividends lawfully paid to Octroi or wholly-owned subsidiaries of Octroi;

(iii)       authorised or proposed or announced its intention to propose any
merger or acquisition or disposal or transfer of assets other than any
acquisition, disposal or transfer of assets in the ordinary course of business
or shares or any change in its share or loan capital;

(iv)        issued or authorised or proposed the issue of any debentures or
(other than in the ordinary course of business) incurred or increased any
indebtedness or contingent liability;

(v)        disposed of or transferred (other than in the ordinary course of
business), mortgaged or encumbered any asset or any right, title or interest
in any asset or entered into or varied any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is of a long
term or unusual nature or which involves or is likely to involve an obligation
of a nature or magnitude which in each case is material in the context of the
wider Octroi Group taken as a whole or authorised, proposed or announced any
intention to do so;

(vi)        entered into or varied or proposed to enter into or vary any
contract, reconstruction, amalgamation, arrangement or other transaction which
is otherwise than in the ordinary course of business or announced any
intention to do so;

(vii)        entered into, or varied in any material respect the terms of, any
contract or agreement with any of the directors or senior executives of
Octroi;

(viii)        taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution
or reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its
assets and revenues;

(ix)        waived or compromised any claim other than in the ordinary course
of business;

(x)        made any amendment to its memorandum or articles of association;

(xi)        entered into any contract, transaction or arrangement which is or
is reasonably likely to be restrictive on the business of any member of the
wider Octroi Group;

(xii)        entered into any contract, commitment or agreement with respect
to any of the transactions or events referred to in this condition (k); and

(xiii)        been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(l)        since 31 March 1999 (being the date to which the latest published
audited report and accounts of Octroi were made up) save as fairly disclosed
by Octroi or its advisers to Lupus or its advisers prior to 27 November 1999
or as otherwise disclosed in this document:

(i)        no litigation, arbitration, prosecution or other legal proceedings
having been instituted, announced or threatened or become pending or remained
outstanding by or against any member of the wider Octroi Group or to which any
member of the wider Octroi Group is or may become a party (whether as
plaintiff, defendant or otherwise) which is reasonably likely to be material
in the context of the wider Octroi Group taken as a whole;

(ii)        no adverse change having occurred in the business, assets,
financial or trading position, profits or prospects of any member of the wider
Octroi Group which is material in the context of the whole Octroi Group taken
as a whole;

(iii)        no material investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining outstanding;

(m)        Lupus not having discovered that:

(i)        any business, financial or other information concerning any member
of the Octroi Group disclosed, publicly or otherwise at any time to Lupus, by
or on behalf of any member of the Octroi Group, either contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading where the misrepresentation or
omission is material in the context of the wider Octroi Group taken as a
whole; or

(ii)        save as fairly disclosed by Octroi or its advisers to Lupus or its
advisers prior to 26 November 1999, any member of the wider Octroi Group is
subject to any material liability, actual or contingent, which is not
disclosed, noted or provided for in the published audited report and accounts
of Octroi for the financial year ended 31 March 1999; and

(n)        Lupus not having discovered that:

(i)        any member of the wider Octroi Group (or past member of the Octroi
Group for which any member of the Octroi Group remains liable) has not
complied with all applicable legislation or regulations of any jurisdiction
with regard to the storage, disposal, discharge, spillage, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment or to harm human health or otherwise relating to environmental
matters (which non-compliance is likely to give rise to any liability (whether
actual or contingent) on the part of any member of the wider Octroi Group
which is material in the context of the wider Octroi Group taken as a whole)
or that there has otherwise been any such disposal, discharge, spillage, leak
or emission (whether or not the same constituted a non-compliance by any
person with any such legislation or regulations and wherever the same may have
taken place) which in any such case is likely to give rise to any liability
(whether actual or contingent) on the part of any member of the wider Octroi
Group which is material in the context of the wider Octroi Group taken as a
whole;

(ii)        there is or is likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any member of the wider Octroi
Group (or past member of the Octroi Group for which any member of the Octroi
Group remains liable) or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority
or third party or otherwise;

(iii)        that circumstances exist (whether as a result of the making of
the Offer or otherwise) which are reasonably likely to lead to any Relevant
Authority instituting or any member of the wider Octroi Group being reasonably
likely to be required to institute, an environmental audit or take any other
steps which in any such case might result in any actual or contingent
liability on the part of any member of the wider Octroi Group (or past member
of the Octroi Group for which any member of the Octroi Group remains liable)
which is material in the context of the Octroi Group taken as whole to improve
or install new plant or equipment or make good, repair, re-instate or clean up
any land or other asset now or previously owned, occupied or made use of by
any member of the wider Octroi Group; or

(iv)        circumstances exist whereby a person or class of persons might
have any claim or claims in respect of any product or process of manufacture
or materials used therein now or previously manufactured, sold or carried out
by any past or present member of the wider Octroi Group.

Lupus reserves the right to waive all or any of conditions (c) and (g) to (n)
(inclusive) above, in whole or in part. Lupus may not waive any of conditions
(a), (b) and (d) to (f) inclusive. Conditions (e) and (f) must be fulfilled
within 21 days after the later of the first closing date of the Offers and the
date on which condition (a) is fulfilled and conditions (b), (c), (d) and (g)
to (n) (inclusive) must be satisfied as at, or waived on or before, 21 days
after the later of the first closing date of the Offers and the date on which
condition (a) is fulfilled (or in each case such later date as the Panel may
agree) provided that Lupus shall be under no obligation to waive or treat as
satisfied any of conditions (c), or (g) to (n) (inclusive) by a date earlier
than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Ordinary Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may not be
capable of fulfilment.

The Preference Offer is conditional upon the Ordinary Offer becoming
unconditional in all respects.

If Lupus is required by the Panel to make an offer for Octroi Shares under the
provisions of Rule 9 of the Code, Lupus may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.

The Offers will lapse if the Offers are referred to the Competition Commission
or if the European Commission in respect thereof either initiates proceedings
under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral
to a competent authority of the United Kingdom under article 9(1) of that
Regulation, before (in any such case) the later of the first closing date of
the Offers and the date when the Ordinary Offer becomes or is declared
unconditional as to acceptances.

 2. Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise:

'Admission'       the admission of the New Lupus Shares to the Official List
of the London Stock Exchange in accordance with the Listing Rules

'Cash Cancellation Offer'       the offer by Sutherlands on behalf of Lupus to
Dividend Holders to waive their Dividend Rights in consideration of a cash
payment 

'Cavendish'       Cavendish Corporate Finance Limited

'Circular'       the circular to be addressed to Lupus Shareholders in
connection with the Offers and the Gall Thomson Offer

'Closing Price'       the closing middle-market quotation of a Lupus Share as
derived from the Official List

'Code'       The City Code on Takeovers and Mergers

'Companies Act' or 'the Act'       Companies Act 1985, as amended

'Dividend Holders'       those persons entitled to the Dividend Rights

'Dividend Rights'       a Dividend Holder's entitlement to (i) arrears and
accruals of dividend and interest on the Redeemable 9-1/4% Preference Shares
and (ii) the Special Dividend

'Enlarged Group'       the Lupus Group as enlarged by the acquisition of
Octroi and Gall Thomson

'Excluded Shares'       the 14,320,000 ordinary shares of 0.5p each in Gall
Thomson held by Octroi Investments representing approximately 46 per cent. of
the issued share capital of Gall Thomson

'Form(s) of Acceptance'       the form(s) of acceptance for use in connection
with the Ordinary Offer or the Preference Offer 

'Gall Thomson'       Gall Thomson Environmental plc

'Gall Thomson Group'       Gall Thomson and its subsidiary undertakings

'Gall Thomson Offer'       the offer for Gall Thomson Shares to be made by
Sutherlands on behalf of Lupus on the terms and subject to the conditions set
out in the Gall Thomson Offer Document and the Gall Thomson Form of Acceptance
and where the context permits, any subsequent revision, variation, extension
or renewal of such offer

'Gall Thomson Offer Document'       the offer document to be sent to Gall
Thomson Shareholders which contains details of the Gall Thomson Offer

'Gall Thomson Shareholders'       holders of Gall Thomson Shares

'Gall Thomson Shares'       the existing unconditionally allotted or issued
and fully paid ordinary shares of 0.5p each in Gall Thomson and any further
such shares which are unconditionally allotted or issued after the date hereof
and before the date on which the Gall Thomson Offer closes (or such earlier
date as Lupus may, subject to the Code, decide):

       (a)        upon the exercise of options granted under the Gall Thomson
                  1996 Unapproved Share Option Scheme; or
       (b)        otherwise 
                  but excluding the Excluded Shares

'Listing Particulars'       the listing particulars of Lupus in relation to
the issue of New Lupus Shares in connection with the Offers and the Gall
Thomson Offer 

'Listing Rules'       the Listing Rules of the London Stock Exchange, made
under section 142 of the Financial Services Act 1986

'London Stock Exchange'       London Stock Exchange Limited

'Lupus'       Lupus Capital plc

'Lupus Group'       Lupus and its subsidiary and associated undertakings

'Lupus Share Option Scheme'       the Lupus Unapproved Executive Share Option
Scheme

'Lupus Shareholders'       holders of Lupus Shares

'Lupus Shares'       ordinary shares of 0.5p each in Lupus

'New Lupus Shares'       up to 105,514,941 new Lupus Shares to be issued
credited as fully paid pursuant to the Offers and the Gall Thomson Offer

'Octroi'       Octroi Group PLC (formerly known as Oceonics Group PLC)

'Octroi Executive Share
'Option Scheme'       the Octroi Group PLC Executive Share Option Scheme 1995

'Octroi Investments'       Octroi Investments Limited, a subsidiary of Octroi

'Octroi Group'       Octroi and its subsidiary and associated undertakings

'Octroi Offer Document'       the offer document to be sent to Octroi
Shareholders which contains details of the Offers

'Octroi Ordinary Shares'       the existing unconditionally allotted or issued
and fully paid ordinary shares of 25p each in Octroi and any further such
shares which are unconditionally allotted or issued after the date hereof and
before the date on which the Ordinary Offer closes (or such earlier date as
Lupus may, subject to the Code, decide):

       (a)        upon the exercise of options granted under the Octroi Share
                  Option Schemes; or
       (b)        as a result of the exercise of rights of conversion in
                  respect of the Octroi Preference Shares; or
       (c)        otherwise

'Octroi Ordinary Shareholders'       holders of Octroi Ordinary Shares

'Octroi Preference Shareholders'       holders of Octroi Preference Shares

'Octroi Preference Shares'       the existing unconditionally allotted or
issued and fully paid 6% cumulative convertible redeemable preference shares
1999 of £1 each in Octroi and any further such shares which are
unconditionally allotted or issued after the date hereof and before the date
on which the Preference Offer closes (or such earlier date as Lupus may,
subject to the Code, decide)

'Octroi Senior Executive
'Share Option Scheme'       the Octroi Group plc Senior Executive Share Option
Scheme (No.2)

'Octroi Share Option Schemes'       the Octroi Senior Executive Share Option
Scheme and the Octroi Executive Share Option Scheme

'Octroi Shareholders'       Octroi Ordinary shareholders and/or Octroi
Preference Shareholders

'Octroi Shares'       Octroi Ordinary Shares and Octroi Preference Shares

'Offers'       the Ordinary Offer and the Preference Offer

'Official List'       the Official List of the London Stock Exchange

'Ordinary Offer'       the offer for Octroi Ordinary Shares to be made by
Sutherlands on behalf of Lupus on the terms and subject to the conditions set
out in the Octroi Offer Document and Form of Acceptance and, where the context
permits, any subsequent revision, variation, extension or renewal of such
offer

'Panel'       the Panel on Takeovers and Mergers

'Preference Offer'       the offer for Octroi Preference Shares to be made by
Sutherlands on behalf of Lupus on the terms and subject to the conditions set
out in the Octroi Offer Document and the Form of Acceptance and where the
context permits, any subsequent revision, variation, extension or renewal of
such offer

'Redeemable 9-1/4%
Preference Shares'       the 9-1/4% cumulative redeemable preference shares
1993 of £1 each in Octroi which were redeemed by Octroi on 31 August 1993

'Resolution'       the resolution to be proposed at the Extraordinary General
Meeting of Lupus to be convened to approve the Offers and the Gall Thomson
Offer and associated matters

'Special Dividend'       the special dividend of 1p per Redeemable 9-1/4%
Preference Share declared for payment by the directors of Octroi on 22 July
1994

'Sutherlands'       Sutherlands Limited

'UK'       the United Kingdom of Great Britain and Northern Ireland