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Clapham House Grp (CPH)

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Tuesday 02 May, 2006

Clapham House Grp

Result of EGM

The Clapham House Group PLC
02 May 2006

The Clapham House Group PLC

2 May 2006



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



2 May 2006

                             RECOMMENDED CASH OFFER



                      by Noble & Company Limited ("Noble")



                                  on behalf of



         The Clapham House Group PLC (the "Company" or "Clapham House")



            for the entire issued and to be issued share capital of

                       Urban Dining plc ("Urban Dining")



                    Result of Extraordinary General Meeting



On 31 March 2006, Clapham House announced the terms of a recommended cash offer
to purchase the entire issued and to be issued share capital of Urban Dining for
44p per Urban Dining Share (the "Offer"). The Offer was made by Noble & Company
Limited ("Noble") on behalf of Clapham House. The document setting out the full
terms of the Offer (the "Offer Document") was posted to Urban Dining
Shareholders on 6 April 2006. As at 1.00pm on 27 April 2006 (being the first
closing date for the Offer), Clapham House had received valid acceptances of the
Offer from  Urban Dining Shareholders in respect of a total of 56,355,735 Urban
Dining Shares, representing approximately 97.90 per cent of Urban Dining's
existing issued share capital. As a consequence, the Offer became unconditional
as to acceptances at that time.



In addition, on 31 March 2006 Clapham House announced a placing of 13,500,000
new Clapham House shares (the "Placing Shares") to raise approximately £25.4
million (before expenses) to part fund the consideration payable under the Offer
(the "Placing").



At the Company's Extraordinary General Meeting held earlier today, the
Resolution relating to the Placing, which was detailed in the Notice of
Extraordinary General Meeting dated 6 April 2006, was passed unanimously without
amendment.


The Offer remains conditional upon the remaining conditions contained in
paragraphs (c) - (i) of Part A of Part 3 of the Offer Document, including the
admission of the Placing Shares to trading on AIM and such admission becoming
effective in accordance with the AIM Rules. Application has been made for the
admission of the Placing Shares to trading on AIM and it is expected that the
Placing Shares will be admitted to trading on AIM and that dealings in the
Placing Shares will commence on 5 May 2006, when it is also expected that the
Offer will become or be declared wholly unconditional.

Urban Dining Shareholders who have not yet accepted the Offer, and wish so to
do, are urged to do so as soon as possible.



Urban Dining Shareholders who hold their Urban Dining Shares in certificated
form, who wish to accept the Offer and have not done so, should complete their
Forms of Acceptance and return them by post to Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex BN99 6DA or (during normal business hours only)
by hand to Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, London EC4R
0AX soon as possible by following the procedure set out in paragraph 15 of Part
2 of the Offer Document.



Additional Forms of Acceptance are available from Lloyds TSB Registrars by
telephone on 0870 609 2158 (or +44 1903 276342 if telephoning from outside the
UK) or at the address referred to above.



Urban Dining Shareholders who hold their Urban Dining Shares in uncertificated
form (that is, in CREST), who wish to accept the Offer and have not done so,
should make their acceptance electronically through CREST so that the TTE
instruction settles as soon as possible by following the procedure set out in
paragraph 15 of Part 2 of the Offer Document. Urban Dining Shareholders who are
CREST sponsored members, should refer to their CREST sponsor before taking any
action as only their CREST sponsor will be able to send the necessary TTE
instruction to CRESTCo in relation to their Urban Dining Shares.



Enquiries

The Clapham House Group PLC            David Page (Chairman)
                                       Tel: 07836 346934
                                       Paul Campbell (Chief Executive)
                                       Tel: 07785 228 299


Noble & Company Limited                John Llewellyn-Lloyd
(Financial Advisers to Clapham House)  Nick Naylor
                                       Tel: 0207 763 2200


Gainsborough Communications 
Consultancy                            Julian Walker
(PR Adviser to Clapham House)          Tel: 0207 190 1700

KBC Peel Hunt Ltd                      David Anderson
(Financial Advisers to Urban Dining)   Nick Maslen
                                       Tel: 0207 418 8900



The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Notice of Extraordinary General
Meeting and Offer Document  both dated 6 April  2006.



This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a 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.



Noble, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Clapham House and no one else in connection
with the Offer and will not be responsible to anyone other than Clapham House
for providing the protections afforded to clients of Noble nor for providing
advice in connection with the Offer or the contents of this announcement, or any
matter referred to herein.



KBC Peel Hunt Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Urban Dining and no one else
in connection with the Offer and will not be responsible to anyone other than
Urban Dining for providing the protections afforded to clients of KBC Peel Hunt
Limited nor for providing advice in connection with the Offer or the contents of
this announcement, or any matter referred to herein.



The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. And
failure to comply with the restrictions may constitute a violation of securities
laws of any such jurisdiction.



Unless otherwise determined by Clapham House and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or email) of interstate or foreign commerce of, or by any facility of
a national securities exchange of, nor will it be made in, into or from the
United States, Canada, Australia, the Republic of Ireland or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities. Accordingly, copies of this
announcement, the Offer Document, the Form of Acceptance and any other documents
relating to the Offer are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in
part, in, into or from the United States, Canada, Australia, the Republic of
Ireland or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not directly or
indirectly mail, transmit or otherwise forward, distribute or send them in, into
or from any such jurisdiction as to do so may invalidate any purported
acceptance of the Offer.






                      This information is provided by RNS
            The company news service from the London Stock Exchange