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Ultraframe PLC (UTF)

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Friday 02 June, 2006

Ultraframe PLC

Offer by Latium Holdings

Ultraframe PLC
02 June 2006


2 June 2006

This announcement is not for release, publication or distribution in or into any
  jurisdiction if to do so would constitute a violation of the relevant laws of
                               such jurisdiction.
                                        
                    RECOMMENDED CASH OFFER FOR ULTRAFRAME PLC
                                        
                                       BY
                                        
                            LATIUM HOLDINGS LIMITED
                                        
SUMMARY

• Further to the announcement by Ultraframe on 31 May 2006 regarding advanced
discussions about a possible offer, the boards of Latium Holdings and Ultraframe
are pleased to announce the terms of a recommended cash offer (the 'Offer'), to
be made by Latium Holdings, a company owned by Brian Kennedy and Stuart Lees and
funded by Housingagent (Holdings) Limited and Latium Plastics Holdings Limited
(companies controlled by Brian Kennedy) and Stuart Lees with debt finance
provided by Bank of Scotland, for Ultraframe

• The Offer Price is 30p in cash per Ultraframe Share plus an entitlement to a
Litigation Note. The Offer values the existing issued share capital of
Ultraframe at approximately £29.2 million plus any value arising from the
Litigation Notes

• The cash element of the Offer of 30p per Ultraframe Share represents:

   • a premium of approximately 4.3 per cent. to the Closing Price of 28.75p
     per Ultraframe Share on 6 December 2005, being the last dealing day prior to
     the announcement that the board of Ultraframe intended to undertake a
     strategic review; and

   • a premium of approximately 2.6 per cent. to the Closing Price of
     29.25p per Ultraframe Share on 30 May 2006, being the last dealing day prior to
     the announcement that the board of Ultraframe was in advanced discussions about
     a possible offer; and
    
   • a premium of approximately 4.3 per cent. to the Closing Price of
     28.75p per Ultraframe Share on 1 June 2006, being the last dealing day prior to
     this announcement.

• The Offer is unanimously recommended by the board of Ultraframe

• In aggregate, Latium Holdings has received irrevocable undertakings to accept
  the Offer in respect of 34,821,246 Ultraframe Shares, representing approximately
  35.8 per cent. of the existing issued share capital of Ultraframe

• Latium Holdings is a newly incorporated UK company established for the purposes
  of making the Offer. Latium Holdings is owned by Brian Kennedy and Stuart Lees.

The Latium group of companies is involved in plastic extrusion, conservatory
roof manufacture, glass processing, home improvement retailing and property.

The Offer Document and the Form of Acceptance will be despatched as soon as
practicable.

Rod Sellers, Chairman of Ultraframe, said:

'The Directors unanimously recommend our shareholders accept this offer, which
we believe delivers best value to shareholders and provides greater certainty of
value than a sale of either one of the trading subsidiaries. The Board has
undertaken a full strategic review and has concluded that as trading conditions
remain difficult, shareholders and employees will be best served by shareholders
accepting this offer.'

This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement. Appendix V to the attached announcement
contains definitions of certain expressions used in this summary. The Offer will
be subject to the full terms and conditions set out in the Offer Document and
the Form of Acceptance.


Enquiries:

Latium Holdings
Brian Kennedy / Stuart Lees                                       01625 524 210

Altium, Financial advisers to Latium Holdings
Phil Adams / Paul Lines                                           0161 831 9133

Ultraframe
Rod Sellers (Chairman)                                            01200 443 311

Rothschild, Financial advisers to Ultraframe
Richard Bailey                                                    0161 827 3800

Brunswick, PR advisers to Ultraframe
Gill Ackers / Sarah Lindgreen                                     020 7404 5959


This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities of Ultraframe. Any acceptance or other
response to the Offer should be made only on the basis of information referred
to in the Offer Document and the Form of Acceptance which Latium Holdings
intends to despatch in due course to Ultraframe Shareholders and, for
information only, to holders of options under the Ultraframe Share Option
Schemes.

Unless otherwise determined by Latium Holdings and permitted by applicable law
and regulation, the Offer 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 any 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 any documents relating to the Offer must
not be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent, in whole or in part, in, into or from any 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.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, applicable requirements.

Altium, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Latium Holdings as financial
adviser within the meaning of the Rules of the Financial Services Authority and
for no one else in connection with the Offer. Altium is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Latium Holdings for providing the
protections afforded to clients of Altium, or for giving advice to any other
person in relation to the Offer, the contents of this announcement or any other
matter referred to herein.

N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Ultraframe and
no one else in relation to the Offer and will not be responsible to anyone other
than Ultraframe for providing the protections afforded to clients of N M
Rothschild & Sons Limited nor for providing advice in relation to the contents
of this announcement or any Offer or arrangement referred to herein.

2 June 2006



  This announcement is not for release, publication or distribution in or into
 any jurisdiction if to do so would constitute a violation of the relevant laws
                              of such jurisdiction.
                                        
                    RECOMMENDED CASH OFFER FOR ULTRAFRAME PLC
                                        
                                       BY
                                        
                            LATIUM HOLDINGS LIMITED
                                        
1. INTRODUCTION

Further to the announcement by Ultraframe on 31 May 2006 regarding advanced
discussions about a possible offer, the boards of Latium Holdings and Ultraframe
announce that they have reached agreement on the terms of a recommended cash
offer, to be made by Latium Holdings, for the entire issued and to be issued
share capital of Ultraframe.

The Offer will be 30 pence in cash plus an entitlement to a Litigation Note 
for each Ultraframe Share. The Litigation Notes will allow accepting Ultraframe 
Shareholders to share in a proportion of the Net Cash Receivable (if any) arising 
on the Final Determination of the ongoing Eurocell Litigation and Burnden Litigation 
to which Ultraframe is a party. No Litigation Notes will be issued if the Litigation 
is not Finally Determined before the sixth anniversary of the Offer being declared 
or becoming wholly unconditional.

The cash element of the Offer values the existing issued ordinary share capital
of Ultraframe at approximately £29.2 million and values Ultraframe at
approximately £52.2 million including net debt of approximately £23.0 million at
31 March 2006.

Latium Holdings is a newly incorporated UK company established for the purposes
of making the Offer. Latium Holdings is controlled by Brian Kennedy and Stuart
Lees and funded by Housingagent (Holdings) Limited and Latium Plastics Holdings
Limited (companies controlled by Brian Kennedy) and Stuart Lees with debt
finance provided by Bank of Scotland.

Latium Holdings is part of the larger Latium group of companies controlled by
Brian Kennedy. The Latium group of companies is involved in plastic extrusion,
conservatory roof manufacture, glass processing, home improvement retailing and
property.

Latium Holdings has received irrevocable undertakings to accept the Offer in
respect of approximately 35.8 per cent. of Ultraframe's existing issued ordinary
share capital. Further details of these undertakings are provided in paragraph 4
below. Further information on Latium Holdings and a description of the financing
arrangements for the Offer will be set out in the Offer Document.

2. THE OFFER

Latium Holdings will offer to acquire, on the terms and subject to the
conditions set out in Appendix I to this announcement and the further terms and
conditions to be set out in the Offer Document and in the Form of Acceptance,
the Ultraframe Shares on the following basis:

                     for each Ultraframe Share 30p in cash

In addition to the cash element of the Offer, accepting Ultraframe Shareholders
will be entitled to an amount equal to a pro rata share of 50 per cent. of the
Net Cash Receivable above £500,000 arising from the Litigation in the event that
the Net Cash Receivable exceeds £500,000. This will be effected by way of
Letters of Entitlement and Litigation Notes. It should be noted that the Letters 
of Entitlement are fully contingent and that, in the event that the conditions 
set out in the Letters of Entitlement are not met, the Letters of Entitlement 
shall cease to have effect and accepting Ultraframe Shareholders will not be 
entitled to receive any Litigation Notes. The obligations of Latium Holdings under 
the Litigation Notes will be guaranteed by Latium Plastics Holdings Limited.

The cash element of the Offer price of 30p per Ultraframe Share represents:

   • a premium of approximately 4.3 per cent. to the Closing Price of 28.75p
     per Ultraframe Share on 6 December 2005, being the last dealing day prior to
     the announcement that the board of Ultraframe intended to undertake a
     strategic review; and
   • a premium of approximately 2.6 per cent. to the Closing Price of 29.25p
     per Ultraframe Share on 30 May 2006, being the last dealing day prior to the
     announcement that the board of Ultraframe was in advanced discussions about
     a possible offer; and
   • a premium of approximately 4.3 per cent. to the Closing Price of 28.75p
     per Ultraframe Share on 1 June 2006, being the last dealing day prior to
     this announcement.

The Ultraframe Shares to be acquired by Latium Holdings pursuant to the Offer
are to be acquired with full title guarantee, fully paid and free from all
liens, equities, charges and encumbrances and other third party rights or
interests and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and other distributions
(if any) declared, made or paid hereafter.

3. RECOMMENDATION

The directors of Ultraframe are not connected with Latium Holdings and have
taken responsibility for considering the Offer on behalf of Ultraframe
Shareholders, for obtaining advice on the Offer from Rothschild (Ultraframe's
independent financial adviser for the purposes of the City Code) and for
reaching a conclusion on the appropriate recommendation to Ultraframe
Shareholders.

The directors of Ultraframe, who have been so advised by Rothschild, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
directors of Ultraframe, Rothschild has taken into account the commercial
assessments of the directors of Ultraframe.

Accordingly, the directors of Ultraframe unanimously recommend Ultraframe
Shareholders to accept the Offer. Latium Holdings has received hard irrevocable
undertakings to accept the Offer in respect of the entire beneficial holdings of
all the directors of Ultraframe and their related parties, amounting to
34,821,246 Ultraframe Shares in aggregate, representing approximately 35.8 per
cent. of the existing issued ordinary share capital of Ultraframe. These
undertakings will cease to be binding only if the Offer lapses or is withdrawn
or is not made within 28 days after the release of this announcement and remain
binding even in the event of a higher competing offer being made for Ultraframe.
Vanda Murray has also undertaken to accept the Offer in respect of any
Ultraframe Shares acquired by virtue of the exercise of her options under the
Ultraframe Savings-Related Share Option Scheme.

Further details of these undertakings are set out in Appendix II to this
announcement.

4. CURRENT TRADING AND OUTLOOK FOR ULTRAFRAME

Current trading
UK trading conditions continue to be difficult. Turnover decreased by 19.9 per
cent. to £20.8m in the half year ended 31 March 2006, having declined by 20.7
per cent. in the first quarter and 19.0 per cent. in the second quarter. Gross
margin fell further during the 6 month period to 37.1 per cent. from 40.8 per
cent. in the comparable half year. This resulted in a half year operating loss
before exceptional items of £0.4 million (H1 2005: operating profit before
exceptional items £1.1 million).

In North America, first half sales were up 6.2 per cent. to $36.0 million (£20.6
million), having declined 0.6 per cent. in the first three months and increased
by 14.8 per cent. in the second quarter. The second quarter benefited from
unseasonably mild winter weather, that boosted sunroom sales and installations.
First half retail store sales rose from $5.9 million to $10.0 million. However,
franchise/dealer network sales fell by 7.2 per cent. to $26.0 million. Gross
margin increased from 43.4 per cent. in the first half last year to 45.1 per
cent.. Accordingly, the operating profit before goodwill amortisation and
exceptional items was $0.1 million (£0.1 million) against a comparable operating
loss of $1.4 million (£0.7 million) on the same basis.

As a result, Ultraframe Group turnover for the half year ended 31 March 2006
fell 5.9 per cent. on the comparable period (down 9.2 per cent. on a constant
currency basis). The Ultraframe Group operating loss before goodwill
amortisation and exceptional items amounted to £1.5 million (H1 2005: operating
loss £0.7 million). This primarily reflects lower sales and reduced margin,
mitigated by reduced costs.

The first half pre-tax loss, before goodwill amortisation and exceptional items,
for the Ultraframe Group amounted to £2.4 million (H1 2005: pre-tax loss £1.1
million). The trading loss was made worse by higher net interest and financing
costs. Ultraframe Group's first half pre-tax loss after goodwill amortisation
and exceptional items amounted to £5.2 million (H1 2005: pre-tax loss £6.2
million). These figures exclude any goodwill impairment charge relating to North 
America.

First half exceptional charges to the profit and loss account amounted to £1.2
million (H1 2005: £3.6 million). This included major litigation advisory fees
and financing costs, together with US product rectification advisory fees
amounting in total to £1.9 million. These were partly offset by an exceptional
profit on property disposal of £0.7 million.

Net debt increased from £11.1 million at the last financial year end to £23.0
million (H1 2005: £15.6 million), following the US litigation settlement of $9.7
million (£5.5 million) paid to Patio Enclosures, Inc. in early March. Ultraframe
Group net borrowings also reflect a net cash inflow of £1 million relating to
the disposal of a surplus UK property. Net debt represents gearing of 40.3 per
cent. excluding the impact of any goodwill impairment (H1 2005: 25.5 per cent.) 
against 18.2 per cent. at 30 September 2005. 

Outlook
In the UK, turnover in the five weeks ended 5 May 2006 was down 14.7 per cent.
on the comparable period. The market remains very challenging and the board of
Ultraframe does not anticipate any significant growth in the business in the
foreseeable future whilst consumer expenditure on big-ticket home improvements
remains weak. Accordingly, the board of Ultraframe expect the decline in sales,
experienced since 2004, to continue, albeit at a slower rate, during the full
year ending September 2006.

In North America, dollar sales in the first five weeks of the second half were
down 3.7 per cent. Retail stores, which account for 28 per cent. of total North
American sales in the first half, continue to offer growth potential as newer
stores become more established. However, the board of Ultraframe currently
anticipates that franchise sales, which account for 72 per cent. of total North
American sales, will decline in the current year.

5. REASONS FOR THE OFFER

The board of Latium Holdings believes that the Offer will:

   • create a stronger business better equipped to compete in challenging
     UK market conditions;

   • remove from Ultraframe the financial, managerial and regulatory burdens
     of being a listed company; and

   • enable Ultraframe to access sources of capital and adopt a financial
     structure not otherwise appropriate for a listed company.

Latium Holdings is part of the larger Latium group of companies controlled by
Brian Kennedy. The Latium group of companies is involved in plastic extrusion,
conservatory roof manufacture, glass processing, home improvement retailing and
property.

Upon completion of the Offer, Latium Holdings intends to review the strategy of
each of Ultraframe's businesses and of the Ultraframe Group as a whole.

6. BACKGROUND TO AND REASONS FOR RECOMMENDATION OF THE OFFER BY THE DIRECTORS 
   OF ULTRAFRAME

Ultraframe's UK performance
Since early 2004, Ultraframe UK has experienced challenging market conditions
and experienced a significant decline in trading performance. The UK
conservatory market has declined in volume and value. This reflects unfavourable
macroeconomic conditions affecting big-ticket home improvement expenditure and a
more competitive environment due to the entry of aggressive low price
competitors.

The board of Ultraframe responded by recruiting a new UK management team,
developing innovative new products and undertaking a wide-ranging cost reduction
programme. However, despite significant progress having been made in these
areas, trading performance has continued to decline.

In addition, Ultraframe UK has been involved in two major time consuming legal
cases. These are the Burnden Litigation and the Eurocell Litigation. These cases
continue and their outcome remains uncertain. Further details relating to these
legal cases are provided in paragraph 7 of this announcement.

The board of Ultraframe considers that these uncertain market conditions,
combined with significant increases in commodity and raw materials prices and
the continuing non-trading issues, have severely impaired the performance of
Ultraframe UK.

Ultraframe's North American performance
The US conservatory market is embryonic and offers good long term growth
prospects. The board of Ultraframe concluded that to properly capitalise on this
potential, the Ultraframe US franchise network should be restructured to provide
a higher quality network and a better platform for growth. In addition, to
further stimulate consumer demand, Ultraframe US has expanded its directly owned
retail store operations. The restructuring of the franchise network has taken
significantly longer to deliver expected benefits than anticipated, and together
with retail store set-up costs and a higher overall cost base resulted in
Ultraframe US reporting an operating loss in 2004. Cost reduction initiatives
returned the business to an operating profit in 2005, but at significantly lower
levels than 2002 and 2003. Although major restructuring of the franchise network
is complete, further development of the business is required, and the board of
Ultraframe expects any further recovery to continue to be modest in the short to
medium term.

In addition to the operational and trading issues described above, Ultraframe US
has faced significant non-trading problems resulting in material liabilities and
requiring significant management resource to resolve. As previously reported,
Ultraframe US has encountered a product rectification issue relating to a bought
in component, and a charge of $5.2 million (£2.8 million) was made in the 2005
profit and loss account. Ultraframe US has also been involved in major
litigation with Patio Enclosures, Inc., a US competitor. As reported in February
2006, this resulted in a judgement award of $9.7 million (£5.5 million),
including interest, being paid to Patio Enclosures, Inc. in March 2006.

The board of Ultraframe believes there are considerable long term opportunities
within the North American market. However, the structural changes still taking
place at Ultraframe US and the embryonic nature of the market mean that the full
potential of this market is unlikely to be realised in the short to medium term.

Ultraframe Group Background
In the light of the declining trading performance, significant cost reduction
programmes have been put in place across the Ultraframe Group which have
resulted in a realignment of the Ultraframe Group's cost base. However, the
board of Ultraframe recognises that Ultraframe Group central costs, such as the
costs of being a publicly listed entity, are now disproportionate to the size
and profitability of the Ultraframe Group.

Following the 2005 financial year end, the Ultraframe Group negotiated new
facilities with its existing banking syndicate through to December 2006,
information on which was reported in the Ultraframe Group's 2005 annual report
and accounts. As previously disclosed, from June 2006, the Ultraframe Group's US
dollar borrowings are subject to floating rates based on dollar LIBOR plus a
margin that potentially rises (on a phased incremental basis) up to 9 per cent.
in December 2006. The facilities are wholly repayable in December 2006 and if
the Offer is not accepted by Shareholders, new banking facilities would need to
be put in place before this maturity date.

Strategic Review
In the light of all these factors, on 7 December 2005, the board of Ultraframe
announced that it was considering alternative ways of maximising shareholder
value and had initiated a strategic review to explore options for the Ultraframe
Group. As part of the strategic review, and on behalf of the Ultraframe Group,
Rothschild conducted parallel comprehensive marketing processes to dispose of
either of or both Ultraframe UK and Ultraframe US.

Latium Holdings participated in both the UK and US auction processes and,
following detailed negotiations with the board of Ultraframe, proposed to bid
for the whole of the Ultraframe Group. The board of Ultraframe concluded that,
as a consequence of the uncertain trading conditions in both its geographic
markets and ongoing non-trading issues, an offer for Ultraframe would deliver
greater and more certain value than separate disposals of either or both of
Ultraframe UK or Ultraframe US, or the remaining independence of the Ultraframe
Group.

Accordingly, the board of Ultraframe believes the Offer to be in the best
interests of Ultraframe Shareholders and has, for the following reasons,
concluded that the Offer is fair and reasonable:

• challenging conditions in Ultraframe's markets continue and the trading 
  outlook for the Ultraframe Group in both the UK and US remain highly
  uncertain;

• the board of Ultraframe and its advisers have explored separate sales
  of Ultraframe UK and Ultraframe US with over 80 buyers contacted globally as
  part of parallel comprehensive marketing processes and the board of Ultraframe
  has concluded that the Offer represents the best way of maximising shareholder
  value and delivering certainty of value to Ultraframe Shareholders;

• non-trading issues in both the UK and US businesses continue to
  provide considerable uncertainty and risk to the value of the Ultraframe Group;

• the cash element of the Offer price of 30p per Ultraframe Share
  represents:

    • a premium of approximately 4.3 per cent. to the Closing Price of 28.75p 
      per Ultraframe Share on 6 December 2005, being the last dealing day prior
      to the announcement that the board of Ultraframe intended to undertake a
      strategic review;

    • a premium of approximately 2.6 per cent. to the Closing Price of 29.25p 
      per Ultraframe Share on 30 May 2006, being the last dealing day prior to
      the announcement that the board of Ultraframe was in advanced discussions 
      about a possible offer; and

    • a premium of approximately 4.3 per cent. to the Closing Price of 28.75p 
      per Ultraframe Share on 1 June 2006, being the last dealing day prior to
      this announcement.

• the Offer entitles accepting Ultraframe Shareholders to an amount equal to a 
  pro rata share of 50 per cent. of the excess Net Cash Receivable (if any) 
  above £500,000 actually received by the Ultraframe Group in the ongoing
  Litigation in the event that the Litigation is Finally Determined before the
  sixth anniversary of the Offer being declared or becoming wholly unconditional
  and to the extent that the Net Cash Receivable exceeds £500,000. It should be
  noted that the Letters of Entitlement are fully contingent and that, in the
  event that the conditions set out in the Letters of Entitlement are not met, the
  Letters of Entitlement shall cease to have effect and accepting Ultraframe
  Shareholders will not be entitled to receive any Litigation Notes. The
  obligations of Latium Holdings under the Litigation Notes will be guaranteed by
  Latium Plastics Holdings Limited.

7. LETTERS OF ENTITLEMENT AND LITIGATION NOTES

Ultraframe UK is involved in two significant ongoing litigation cases, outlined
below:

(a) Eurocell

Ultraframe UK won a patent and design right infringement action against Eurocell
and others. A court hearing took place in April 2006 to assess the damages to
which Ultraframe UK is entitled arising from Eurocell's patent and design right
infringement. Ultraframe UK is currently awaiting the court's decision.

(b) Burnden

In a complex case brought by Ultraframe UK and others against Burnden and
others, the High Court has previously ruled that the overwhelming majority of
intellectual property rights in a disputed roofing system belonged to
wholly-owned subsidiaries of Ultraframe. A High Court hearing to determine any
reimbursement of costs for the respective parties to that litigation took place
in October 2005. The High Court has ruled that Ultraframe UK is required to pay
a proportion of the costs, and ordered Ultraframe UK to make an interim payment
of £2.125 million, such payment to be made only upon the final outcome of an
appeal process adverse to Ultraframe UK. Ultraframe UK does however have to
provide collateral for this interim payment by way of bank guarantee, should it
be successful in obtaining leave to appeal. Ultraframe UK has sought leave to
appeal against the judgement and the interim award for costs and a court hearing
to consider this application has been scheduled for July 2006.

(c) Summary of Letters of Entitlement and Litigation Notes

In order to preserve Ultraframe Shareholders' interests in what could be
protracted legal processes, while at the same time providing an incentive to the
investment of management time and resources to continue the Litigation, the
boards of Ultraframe and Latium Holdings have agreed that, if the Litigation is
Finally Determined on or before the sixth anniversary of the Offer being
declared or becoming wholly unconditional and the Net Cash Receivable arising
from the Litigation is more than £500,000, an amount equal to 50 per cent. of
the Net Cash Receivable (if any) above £500,000 will be paid by Latium Holdings
to (i) accepting Ultraframe Shareholders and (ii) Ultraframe Shareholders whose
shares are acquired as a result of the exercise of compulsory acquisition rights
pursuant to schedule 2 to the Takeover Regulations on the basis referred to
below.

Accordingly, following the Offer becoming or being declared unconditional in all
respects, an accepting Ultraframe Shareholder will receive a Letter of
Entitlement to receive Litigation Notes which will represent their pro rata
share of an amount equal to 50 per cent. of the Net Cash Receivable (if any)
above £500,000. The Letters of Entitlement will describe each accepting
Ultraframe Shareholder's entitlement as being a proportion of the total
aggregate amount of Litigation Notes, being the same proportion as the number of
Ultraframe Shares in respect of which each accepting Ultraframe Shareholder has
accepted the Offer bears to the aggregate issued share capital of Ultraframe
acquired by Latium Holdings either (i) from accepting Ultraframe Shareholders,
or (ii) as a result of the exercise of compulsory acquisition rights pursuant to
schedule 2 to the Takeover Regulations. The holders of Letters of Entitlement
will be entitled to Litigation Notes only if the Litigation is Finally
Determined on or before the sixth anniversary of the Offer being declared or
becoming wholly unconditional and the Net Cash Receivable is in excess of
£500,000. Subject thereto the Litigation Notes will be created and issued by
Latium Holdings within 30 days of the determination of the Net Cash Receivable
in accordance with the terms of the Monitoring Agreement.

The Letters of Entitlement and the Litigation Notes will not be transferable and
no application will be made for the Letters of Entitlement or the Litigation
Notes to be listed, traded or dealt in on any stock or securities exchange. The
Letters of Entitlement will be joint obligations of Latium Holdings and Latium
Plastics Holdings Limited and the Litigation Notes will be guaranteed by Latium
Plastics Holdings Limited. The Litigation Notes will bear interest at the
base lending rate of the Bank of Scotland from time to time in force from the
date of issue until redemption. The Litigation Notes will, if issued, be
redeemed by payment by cheque by Latium Holdings to registered holders of
Litigation Notes on the date being six months and one day after their date of
issue, or if such day is not a business day, on the next business day
thereafter.

It is not possible at the current time to ascribe any value to the Letters of
Entitlement because of the uncertainty as to the likelihood, timing and amount
of any amounts payable or receivable by the Ultraframe Group in respect of the
Litigation.

Whilst Latium Holdings proposes to support Ultraframe in its current policy of
pursuing the Litigation to its conclusion, further decisions on the continuation
and conduct of the Litigation will however be taken by the Enlarged Group in the
light of future developments.

Latium Holdings, Latium Plastics Holdings Limited and Ultraframe have entered
into the Monitoring Agreement under which John Lancaster (a substantial
shareholder in Ultraframe and a non-executive director of Ultraframe) and
Bernard Brogan (the senior independent non-executive director of Ultraframe)
will have certain rights as to consultation in connection with the Litigation
and the finalisation of the Net Cash Receivable for the protection of the
interests of Ultraframe Shareholders.

The costs and expenses of John Lancaster and Bernard Brogan in giving effect to
and enforcing the terms of the Monitoring Agreement shall be deducted from the
share of the Net Cash Receivable, if any, apportioned to Ultraframe
Shareholders.

Further details of the Letters of Entitlement, the Litigation Notes and the
Monitoring Agreement will be set out in the Offer Document.

8. INFORMATION ON ULTRAFRAME

Ultraframe is a specialist designer and manufacturer of conservatory systems
with a presence in both the UK and North America.

In the financial year ended 30 September 2005, Ultraframe achieved a turnover of
£96.7 million (2004: £118.2 million) and operating profit (before exceptional
items and goodwill amortisation) of £5.5 million (2004: £12.8 million).
Ultraframe generated a loss per share of 7.2 p for the financial year ended 30
September 2005 (2004: earnings per share 1.0p) and earnings per share (before
exceptional items and amortisation of goodwill) of 3.5p for the financial year
ended 30 September 2005 (2004: 8.5p).

Further information on Ultraframe will be set out in the Offer Document.

9. INFORMATION ON LATIUM HOLDINGS, BRIAN KENNEDY AND STUART LEES

Latium Holdings
Latium Holdings was established specifically for the purposes of acquiring
Ultraframe. Latium Holdings was incorporated in England and Wales on 15 May
2006. Since its incorporation, Latium Holdings has not traded or entered into
any obligations other than those specified in paragraph 10 below or to the
extent necessary to make and finance the Offer. Latium Holdings is owned by
Brian Kennedy and Stuart Lees. The current directors of Latium Holdings are
Brian Kennedy, Stuart Lees and Bryan Stock. Further information as to the
ownership and control of Latium Holdings and the financing of the Offer will be
contained in the Offer Document.

Brian Kennedy
Brian Kennedy is the chairman and major shareholder of the Latium group of
companies, which has annual turnover of approximately £400 million. The Latium
group of companies is involved in plastics extrusion, conservatory roof
manufacture, glass processing, home improvement retailing and property. Brian is
also the majority shareholder of Sale Sharks Rugby Club.

Stuart Lees
Stuart is a chartered accountant with substantial industry experience. He was
formerly head of UK corporate finance with Arthur Andersen and subsequently
became a partner with Deloitte. He joined the Latium group of companies in 2004
and Stuart is now group chief executive of Latium Plastics Holdings Limited.

10. POSSIBLE REORGANISATION OF THE ULTRAFRAME GROUP FOLLOWING THE OFFER

Subject to, inter alia, the Offer becoming or being declared unconditional in
all respects, Latium Holdings proposes to effect a restructuring of the
Ultraframe Group to best take advantage of synergies between the Ultraframe
Group and companies controlled by Brian Kennedy. Latium Holdings, Brian Kennedy,
Stuart Lees and others have entered into a conditional undertaking to effect a
reorganisation whereby, following the Offer becoming or being declared
unconditional in all respects and once Latium Holdings has control of
Ultraframe, the trading companies of Ultraframe will be sold to other companies
under the control of Brian Kennedy. In addition, intra group sale and leaseback
arrangements are proposed in respect of Ultraframe's properties both in the UK
and US.

US restructuring
Latium Holdings intends to procure that Ultraframe will merge its North American
interests, which trade as Four Seasons and Ultraframe North America, with Ever
1951 Limited (a company controlled by Brian Kennedy which is the holding company
of Everest Limited). There is a strong commercial fit between these two
businesses as Everest is one of the largest direct selling home improvements
businesses in the UK and management have a clear strategy to leverage their
knowledge and expertise in the UK home improvements market and apply that to the
North American market.

UK restructuring
It is also intended that an intermediate holding company, Latium Roofing Systems
Limited (a company controlled by Brian Kennedy and Stuart Lees), will acquire
Latium Holdings, which will, through its holding in Ultraframe, own the UK
trading business of Ultraframe. At the same time, Latium Roofing Systems Limited
will acquire CDW Investments Limited, which trades as Wendland through its
wholly owned subsidiary CDW Products Limited, another company which is owned by
Brian Kennedy and Stuart Lees.

The proposals to effect the reorganisation described above will have a number of
conditions attached to them, including the obtaining of finance for the various
elements of the reorganisation and the carrying out of appropriate due diligence
to the satisfaction of the prospective debt funders. There is therefore no
certainty at the current time that this reorganisation will take place.

The reorganisation proposals will not impact on the Offer.

11. EMPLOYEES AND DIRECTORS

The board of Latium Holdings has given assurances to the board of Ultraframe
that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including pension rights, of all
employees and management of the Ultraframe Group will be fully safeguarded. In
addition, in the event that the proposed reorganisation referred to in paragraph
10 above takes place, the existing employment rights of employees and management
will be similarly safeguarded.

All of the non-executive directors of Ultraframe (namely, Rod Sellers, Bernard
Brogan, John Lancaster and Richard Scott) have agreed to resign following the
Offer becoming or being declared unconditional in all respects. Each will
receive a termination payment equal to his contractual entitlement, being the
lesser of his remuneration for the balance of his appointment period or a
payment representing 6 months' notice.

The respective employment contracts of the four executive directors of
Ultraframe, (namely David Moore, Vanda Murray, Chris Richardson and Alan Rothwell) 
will terminate in the event the Offer becomes or is declared unconditional in all
respects. Compromise agreements reflecting the entitlement of each of the
executive directors under their employment contracts were entered into on 9 May
2006 between the board of Ultraframe and the executive directors and details of
the termination and retention payments to be made thereunder are set out in
Appendix IV to this announcement. The compromise agreements and payments are
conditional on the Offer becoming or being declared unconditional in all
respects.

The four executive directors of Ultraframe have agreed to assist in a transition
period following the Offer, notwithstanding that their respective current
employment will terminate immediately upon the Offer becoming or being declared
unconditional in all respects. Following receipt by these directors of the
payments referred to in the preceding paragraph, they will continue to provide
services to Latium Holdings as Latium Holdings reasonably requires to assist in
an orderly handover of Ultraframe's affairs. In respect of David Moore, Chris
Richardson and Alan Rothwell, the services will be provided for a period of up
to 3 months following the Offer becoming or being declared unconditional in all
respects and will be on a full time basis. Vanda Murray has agreed to provide
services on a flexible part time basis for a period of up to 6 months following
the Offer becoming or being declared unconditional in all respects. The four
executive directors of Ultraframe will not receive any remuneration or other
payment for providing these services other than as may be necessary to comply
with the strict requirements of the National Minimum Wage legislation.

12. ULTRAFRAME SHARE OPTION SCHEMES

The Offer extends to any Ultraframe Shares which are unconditionally allotted or
issued prior to the date on which the Offer closes (or such earlier date as
Latium Holdings may, subject to the City Code or with the consent of the Panel,
determine) including any which are so unconditionally allotted or issued
pursuant to the exercise of options under the Ultraframe Share Option Schemes.

All of the Ultraframe Share Options (other than those granted earlier this year
under the Ultraframe Savings-Related Share Option Scheme) were granted with an
option price in excess of the cash element of the Offer Price. Latium Holdings
will not be making any special proposals to the holders of options under the
Ultraframe Share Option Schemes, but will be contacting them to explain the
impact of the Offer on their options. The Offer will extend to Ultraframe Shares
issued pursuant to the exercise of options granted under the Ultraframe Share
Option Schemes, as set out in this announcement.

13. INFORMATION ON FINANCING

Full acceptance of the Offer will result in a maximum cash consideration of
approximately £29.4 million which will be provided from Latium Holdings'
resources and debt facilities arranged by Bank of Scotland.

Altium is satisfied that Latium Holdings has sufficient cash resources available
to it to satisfy in full the cash consideration payable by Latium Holdings under
the Offer.

Further information in relation to the financing of the Offer will be set out in
the Offer Document.

14. INDUCEMENT FEE

On 1 June 2006, Ultraframe entered into an agreement with Latium Holdings
pursuant to which Ultraframe has agreed to pay to Latium Holdings the sum of
£250,000 (exclusive of any VAT) if (i) all or a majority of the directors of
Ultraframe recommended a competing offer before this announcement of the Offer
in accordance with Rule 2.5 of the Code (ii) all or a majority of the directors
of Ultraframe having recommended the Offer subsequently withdraw or adversely
modify that recommendation and thereafter the Offer lapses or is withdrawn or
(iii) a competing offer is announced in accordance with Rule 2.5 of the Code
after the date of this announcement and before the Offer lapses or is withdrawn
and the competing offer is subsequently declared wholly unconditional or
otherwise completed.

15. COMPULSORY ACQUISITION AND DE-LISTING

It is intended that, following the Offer becoming or being declared
unconditional in all respects and subject to any applicable requirements of the
London Stock Exchange and/or the UK Listing Authority, Latium Holdings will
procure that Ultraframe applies to the London Stock Exchange and the UK Listing
Authority for the cancellation, respectively, of the trading of Ultraframe
Shares on the London Stock Exchange and of the listing of the Ultraframe Shares
on the Official List. It is anticipated that such cancellation will, subject to
the rules of the London Stock Exchange and the Listing Rules, take effect no
earlier than 20 business days after Latium Holdings, by virtue of acceptances of
the Offer has acquired or agreed to acquire 75 per cent. of the voting rights
attaching to Ultraframe Shares. Latium Holdings will make an announcement when
the Offer becomes or is declared unconditional in all respects and such
announcement will include a statement of Latium Holdings's intention regarding
the cancellation of trading of Ultraframe's Shares on the London Stock Exchange
and of the listing on the Official List. Such cancellation would significantly
reduce the liquidity and marketability of any Ultraframe Shares in respect of
which acceptances of the Offer have not been submitted.

It is further intended that, following the Offer becoming or being declared
unconditional in all respects and following the cancellation of the admission to
trading and of the listing referred to above, Latium Holdings will seek to
procure the re-registration of Ultraframe as a private company under the
relevant provisions of the Companies Act.

If Latium Holdings receives acceptances under the Offer in respect of 90 per
cent. or more of the Ultraframe Shares to which the Offer relates and not less
than nine-tenths of the voting rights carried by those shares and the Offer
becomes or is declared unconditional in all respects, Latium Holdings intends to
exercise its rights pursuant to the provisions of schedule 2 to the Takeover
Regulations to acquire compulsorily Ultraframe Shares in respect of which
acceptances have not then been received.

16. GENERAL

The Offer will be made on the terms and subject to the conditions which are set
out in Appendix I to this announcement and on the further terms that will be set
out in the Offer Document and the Form of Acceptance and such further terms as
may be required to comply with the provisions of the City Code.

Latium Holdings intends that the Offer Document setting out the details of the
Offer will be posted to Ultraframe Shareholders as soon as reasonably
practicable and in any event within 28 days of the date of this announcement.

Details of the sources and bases of information in respect of the information
contained in this announcement are contained in Appendix III to this
announcement. Appendix IV to this announcement contains details of the financial
terms of the compromise agreements entered into by Ultraframe and its executive
directors. Appendix V to this announcement contains definitions of certain
expressions used in this announcement.

As at 1 June 2006, the last business day prior to this announcement, neither
Latium Holdings, nor any of its directors, their close relatives and related
trusts, nor, so far as Latium Holdings are aware, any party acting in concert
with Latium Holdings, owned or controlled Ultraframe Shares or held any options
to purchase Ultraframe Shares or had entered into any derivative referenced to
Ultraframe Shares which remains outstanding. In the interests of
confidentiality, Latium Holdings has not made enquires in this respect of
certain parties who may be presumed by the Panel to be acting in concert with it
for the purposes of the Offer.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for or any invitation to purchase, securities. Any
acceptance or other response to the Offer should be made only on the basis of
information referred to in the Offer Document which Latium Holdings intends to
despatch to Ultraframe Shareholders and, for information only, to holders of
options under the Ultraframe Share Option Schemes as soon as practicable.

Altium, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Latium Holdings as financial
adviser within the meaning of the Rules of the Financial Services Authority and
for no one else in connection with the Offer. Altium is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Latium Holdings for providing the
protections afforded to clients of Altium, or for giving advice to any other
person in relation to the Offer, the contents of this announcement or any other
matter referred to herein.

N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Ultraframe and
no one else in relation to the Offer and will not be responsible to anyone other
than Ultraframe for providing the protections afforded to clients of N M
Rothschild & Sons Limited nor for providing advice in relation to the contents
of this announcement or any Offer or arrangement referred to herein.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if a person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of Ultraframe, all 'dealings' in any 'relevant securities'
of that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'offer period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of
Ultraframe, they will be deemed to be a single person for the purpose of Rule
8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Ultraframe by Latium Holdings or Ultraframe, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.

2 June 2006

Enquiries:

Latium Holdings
Brian Kennedy / Stuart Lees                                        01625 524 210

Altium, Financial advisers to Latium Holdings
Phil Adams / Paul Lines                                            0161 831 9133

Ultraframe
Rod Sellers (Chairman)                                             01200 443 311

Rothschild, Financial advisers to Ultraframe
Richard Bailey                                                     0161 827 3800

Brunswick, PR advisers to Ultraframe
Gill Ackers / Sarah Lindgreen                                      020 7404 5959



                                   APPENDIX I
                                        
                CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

                                        
1. Conditions of the Offer

The Offer is subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 1.00 pm (London time) on the First Closing Date of the Offer (or
such later time(s) and/or date(s) as Latium Holdings may, subject to the rules
of the City Code, decide) in respect of (i) not less than 90 per cent., (or such
lesser percentage as Latium Holdings may decide) in nominal value of the
Ultraframe Shares to which the Offer relates and (ii) not less than nine-tenths
of the voting rights carried by those shares, provided that this condition will
not be satisfied unless Latium Holdings shall have acquired or agreed to
acquire, whether pursuant to the Offer or otherwise, Ultraframe Shares carrying
in aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Ultraframe, including for this purpose, to
the extent (if any) required by the Panel, any such voting rights attaching to
(or which would, if issued, attach to) Ultraframe Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the purpose of
this condition (i), the expression 'Ultraframe Shares to which the Offer
relates' shall be construed in accordance with schedule 2 to the Takeover
Regulations; (ii) Ultraframe Shares which have been unconditionally allotted but
not issued shall be deemed to have the voting rights which they will carry upon
their being entered into the register of members of Ultraframe; and (iii) valid
acceptances shall be deemed to have been received in respect of Ultraframe
Shares which are treated for the purposes of paragraph 2(15) of schedule 2 to
the Takeover Regulations as having been acquired or contracted to be acquired by
Latium Holdings by virtue of acceptances of the Offer.

(b) any applicable waiting period under the Hart-Scott-Rodino Anti-trust
Improvements Act 1976 (as amended) and the regulations made thereunder relating
to the proposed acquisition of all the Ultraframe Shares pursuant to the Offer
has expired or been terminated;

(c) no government or governmental, quasi-governmental, supranational, statutory
or regulatory body, court, trade agency, association, authority (including any
national anti-trust or merger control authority), institution or professional or
environmental body or other person or body in any jurisdiction (each a 'Relevant
Authority') having, prior to the date when the Offer becomes or is declared
otherwise unconditional in all respects, decided to take, instituted,
implemented or threatened any action, suit, proceeding, investigation or
enquiry, or enacted, made or proposed any statute or regulation or order, or
taken any other step which would or might reasonably be expected to:

(i)     make the Offer or its implementation or the acquisition or proposed
        acquisition of any or all of the Ultraframe Shares or of control or management
        of Ultraframe or any member of the Ultraframe Group by Latium Holdings, void,
        illegal or unenforceable under the laws of any relevant jurisdiction or,
        directly or indirectly, materially restrain, prevent, prohibit, restrict, delay
        or otherwise directly or indirectly restrain, prohibit, restrict delay or
        interfere in the implementation of or impose additional conditions or
        obligations with respect to the Offer or the acquisition or proposed acquisition
        of Ultraframe or the Ultraframe Group by Latium Holdings or its implementation
        or any acquisition of any Ultraframe Shares by Latium Holdings;

(ii)    result, directly or indirectly, in a delay or limitation in the ability of
        Latium Holdings or any member of the Ultraframe Group to acquire or to hold or
        to exercise effectively, directly or indirectly, all or any rights of ownership
        in respect of shares or other securities (or the equivalent) in, or to exercise
        voting or management control over, any member of the Ultraframe Group;

(iii)   require, prevent or delay the divestiture or alter the terms envisaged for
        any proposed divestiture by Latium Holdings or by any member of the Ultraframe
        Group of all or any part of their respective businesses, assets or properties or
        impose any limitation on the ability of any of them to conduct their respective
        businesses or to own or control any of their respective assets (including shares
        or other securities (or the equivalent) in Ultraframe or any other member of the
        Ultraframe Group) or properties or any part thereof;

(iv)    save pursuant to the Offer or Part XIIIA of the Act or schedule 2 to the
        Takeover Regulations require any member of the Ultraframe Group or Latium
        Holdings to acquire or to offer to acquire any shares or other securities (or
        the equivalent) owned by any third party in any member of the Ultraframe Group
        (other than Ultraframe);

(v)     limit the ability of Latium Holdings to conduct or integrate or
        co-ordinate its business, or any part of it, with the businesses or any part of
        the businesses of the Ultraframe Group or of any member of the Ultraframe Group;

(vi)    result in Latium Holdings or any member of the Ultraframe Group ceasing to
        be able to carry on business under any name which it presently does so;

(vii)   otherwise adversely affect the business, assets, profits, financial or
        trading position or prospects of any member of the Ultraframe Group to an extent
        which is material to the Ultraframe Group taken as a whole or Latium Holdings;
        or

(viii)  impose any limitation on or result in a delay in the ability of Latium
        Holdings to acquire or hold or exercise effectively, directly or indirectly, all
        or any rights of ownership in respect of shares or loans or securities
        convertible into shares or the equivalent in any member of the Ultraframe Group
        or to exercise management control over any such member,

and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, suit, proceedings, investigation or enquiry having expired, lapsed or
been terminated;

(d) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, permissions and approvals
('Authorisations') necessary for or in respect of the Offer or the acquisition
or proposed acquisition of any shares or other securities in or control of
Ultraframe or any other member of the Ultraframe Group by Latium Holdings or the
carrying on by any member of the Ultraframe Group of its business having been
obtained in terms and in a form reasonably satisfactory to Latium Holdings from
all Relevant Authorities and such Authorisations together with all
Authorisations necessary to carry on the business of each member of the
Ultraframe Group remaining in full force and effect and there being no
intimation of any intention to revoke or not renew any of them and in relation
thereto all necessary statutory or regulatory obligations in connection with the
Offer in any jurisdiction having been complied with;

(e) all notifications, applications and filings which are necessary having been
made, all appropriate waiting and other time periods (including extensions of
such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with in each case in
connection with the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, Ultraframe or any member of the
Ultraframe Group by Latium Holdings;

(f) save as disclosed in the Annual Report and Accounts of Ultraframe for the
year ended 30 September 2005, or as otherwise publicly announced by Ultraframe
(by the delivery of an announcement to a Regulatory Information Service) prior
to the date of this announcement or as otherwise fairly disclosed in writing to
Latium Holdings or its advisers prior to 1 June 2006 ('Disclosed'):

(i)     no member of the Ultraframe Group having recommended, declared, paid or made
        or proposed the declaration, paying or making of any dividend, bonus or other
        distribution (whether payable in cash or otherwise) in respect of any of its
        share capital other than distributions by any wholly-owned subsidiaries of
        Ultraframe;

(ii)    no member of the Ultraframe Group having (save as between Ultraframe and
        wholly-owned subsidiaries of Ultraframe or between wholly-owned subsidiaries of
        Ultraframe ('intra-Ultraframe Group transactions') or upon any exercise of
        options granted before the time of this announcement under the Ultraframe Share
        Option Schemes) issued, or authorised or proposed the issue or grant of,
        additional shares of any-class or securities convertible into or rights,
        warrants or options to subscribe for or acquire any such shares or convertible
        securities or redeemed, repaid or reduced any part of its share capital;

(iii)   no member of the Ultraframe Group having issued, or proposed the issue of,
        or made any change in or to, any debentures or, save in the ordinary course of
        business, incurred or increased any indebtedness or liability (actual or
        contingent) of an aggregate amount which is material in the context of the
        Ultraframe Group taken as a whole;

(iv)    there having been no adverse change in the business, assets, financial or
        trading position or profits or prospects of any member of the Ultraframe Group
        which in any such case is material in the context of the Ultraframe Group taken
        as a whole;

(v)     save for intra Ultraframe Group transactions no member of the Ultraframe
        Group having merged with any body corporate, partnership or business or acquired
        or disposed of or transferred, mortgaged or charged or created any security
        interest over (in either case otherwise than in the ordinary course of trading)
        any assets or any right, title or interest in any assets (including shares in
        subsidiaries, associates and trade investments) or made any change in its share
        or loan capital, or authorised or proposed or announced any intention to propose
        any of the foregoing which in any case is material in the context of the
        Ultraframe Group taken as a whole;

(vi)    no litigation or arbitration proceedings, prosecution or other legal
        proceedings having been instituted or threatened or remaining outstanding
        against or in respect of any member of the Ultraframe Group in each case to an
        extent which is material in the context of the Ultraframe Group taken as a
        whole;

(vii)   no member of the Ultraframe Group having entered into, varied or
        authorised any material contract, transaction, arrangement or commitment
        (whether in respect of capital expenditure or otherwise material) which is not
        in the ordinary course of business or is of a long-term, onerous or unusual
        nature or which involves or could involve an obligation or restriction of a
        nature or magnitude which is material in the context of the Ultraframe Group
        taken as a whole;

(viii) (save in the ordinary course of business) no member of the Ultraframe
       Group having mortgaged, charged, encumbered or created any other security
       interest over the whole or any material part of the business, property or assets
       of any such member which in any case is material in the context of the
       Ultraframe Group taken as a whole;

(ix)   no member of the Ultraframe Group having entered into or made any offer
       (which remains open for acceptance) to enter into or announced its intention to
       enter into or varied the terms of any contract, agreement or arrangement with
       any of the directors of Ultraframe or permitted a variation in the terms or
       rules governing the Ultraframe Share Option Schemes;

(x)    no member of the Ultraframe Group having taken any corporate action for its
       winding-up, dissolution or reorganisation or for the appointment of a receiver,
       administrator, administrative receiver or similar officer or had any such person
       appointed or been unable or admitted in writing 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
       substantial part of any of its business in any case which is material in the
       context of the Ultraframe Group taken as a whole;

(xi)   no member of the Ultraframe Group having made any alteration to its
       memorandum or articles of association and which is material in the context of
       the Offer;

(xii)  no member of the Ultraframe Group having waived or compromised any claim
       which is material in the context of the Ultraframe Group taken as a whole;

(xiii) no member of the Ultraframe Group having implemented, authorised,
       proposed or announced its intention to implement any reconstruction,
       amalgamation, scheme, commitment or other transaction or arrangement other than
       in the ordinary course of business and which is material in the context of the
       Offer;

(xiv)  no member of the Ultraframe Group having made or agreed or consented to
       any significant change to the terms of the trust deeds constituting the previous
       schemes established for its directors and/or employees and/or their dependents
       or to the benefits which accrue, or to the pensions which are payable,
       thereunder, or to the basis on which qualification for or accrual or entitlement
       to such benefits or pensions are calculated or determined or to the basis upon
       which the liabilities (including pensions) of such pension schemes are funded or
       made, or agreed or consented to any change to the trustees involving the
       appointment of a trust corporation and which in any such case is material in the
       context of the Ultraframe Group taken as a whole;

(xv)   no contingent or other liability having arisen or become apparent to Latium
       Holdings, which might reasonably be expected to have a material adverse effect
       on the Ultraframe Group taken as a whole;

(xvi)  no steps having been taken which are likely to result in the withdrawal,
       cancellation, termination or modification of any material licence or permit held
       by any member of the Ultraframe Group which is necessary for the proper carrying
       on of the business of the Ultraframe Group taken as a whole;

(xvii) no member of the Ultraframe Group having proposed or entered into any
       agreement, arrangement or commitment with respect to any of the transactions or
       events referred to in this paragraph (f); and

(xviii)no member of the Ultraframe Group having passed any resolution in general
       meeting to sanction, approve, or implement any such issue, merger, demerger,
       acquisition, disposal, change, transaction, contract or commitment as is
       referred to in this paragraph (f).

(g) save as Disclosed there being no provision of any arrangement, agreement,
lease, licence, permit or other instrument to which any member of the Ultraframe
Group is a party or by or to which any such member or any of its assets is or
may be bound, entitled or subject and which, in consequence of the making of the
Offer or the acquisition or proposed acquisition by Latium Holdings of
Ultraframe Shares could, result in (to an extent which is material in the
context of the Ultraframe Group taken as a whole):

(i)    any monies borrowed by or other indebtedness or liabilities (actual or
       contingent) of, or grant available to any member of the Ultraframe Group
       becoming repayable or capable of being declared repayable immediately or prior
       to their or its stated maturity or repayment date in such agreement,
       arrangement, lease, licence, permit or instrument or the ability of any such
       member to borrow monies or to incur any indebtedness being withdrawn or
       inhibited or being withdrawn or materially inhibited;

(ii)   the creation or enforcement of any mortgage, charge or other security
       interest having occurred or arisen over the whole or any part of the business,
       property, assets or interests of any member of the Ultraframe Group or any such
       mortgage, charge or other security (whenever arising or having arisen) becoming
       enforceable;

(iii)  any such arrangement, agreement, lease, licence, permit or other
       instrument, or the rights, liabilities, obligations or interests of any member
       of the Ultraframe Group thereunder, being, terminated or adversely modified or
       affected or any adverse action being taken or any onerous obligation or
       liability thereunder;

(iv)   any assets, property or interests of the Ultraframe Group being or falling
       to be disposed of or charged or ceasing to be available to any member of the
       Ultraframe Group or any right arising under which any such asset or interest
       could be required to be disposed of or charged, or could cease to be available
       to any member of the Ultraframe Group otherwise than in the ordinary course of
       business;

(v)    the rights, liabilities, obligations mortgage charge or other interests of
       any member of the Ultraframe Group under any such arrangement, agreement, lease,
       licence, permit or other instrument in or with any person, firm or body, or the
       business of any member of the Ultraframe Group with any person firm or body (or
       any arrangements relating to such interest a business), being terminated, or
       adversely modified or affected; or

(vi)   the creation of any liability, actual or contingent, by any member of the
       Ultraframe Group otherwise than in the ordinary course of business, and no event
       having occurred which, under any provision of any agreement, arrangement, lease,
       licence, permit or other instrument to which any member of the Ultraframe Group
       is party or by or to which any such member or any of its assets may be bound,
       entitled or subject, is reasonably likely to result in any of the events or
       circumstances as are referred to in sub-paragraphs (i) to (v) of this paragraph
       (g),

(h) save as Disclosed and prior to the date when the Offer would otherwise
become unconditional:

(i)    there having been no adverse change, and no other circumstances having
       arisen which would or might be likely to result in any adverse change, in the
       business, assets, financial or trading position or profits or prospects of any
       member of the Ultraframe Group to an extent which is material in the context of
       the Ultraframe Group taken as a whole;

(ii)   there not having been instituted or remaining outstanding any litigation,
       arbitration proceedings, prosecution or other legal proceedings to which any
       member of the Ultraframe Group is a party (whether as claimant or defendant or
       otherwise) and no such proceedings having been announced or threatened in
       writing against any such member and no investigation by any government or
       governmental, quasi-governmental, supranational, statutory, regulatory or
       investigative body, authority or court (including any anti-trust or merger
       control authority) against or in respect of any such member or the business
       carried on by any such member having been threatened in writing, announced,
       instituted or remaining outstanding by, against or in respect of any such member
       and the effect of which is or is likely to be material in the context of the
       Ultraframe Group, taken as a whole;

(iii)  there having been no receiver, administrative receiver or other
       encumbrancer appointed over any of the assets of any member of the Ultraframe
       Group or any analogous proceedings or steps having taken place under the laws of
       any jurisdiction and there having been no petition presented or resolution
       passed for the administration of any member of the Ultraframe Group or any
       analogous proceedings or steps taken place under the laws of any jurisdiction;
       and

(iv)   no contingent or other liability having arisen, become apparent or having
       been incurred which would or might reasonably be expected adversely to affect
       any member of the Ultraframe Group to an extent which is material in the context
       of the Ultraframe Group, taken as a whole;

(i) Latium Holdings not having discovered prior to the date when the Offer would
    otherwise become unconditional that:

(i)    any financial, business or other information concerning Ultraframe or the
       Ultraframe Group disclosed, whether publicly or in the context of the Offer, at
       any time is misleading, contains a misrepresentation of fact or omits to state a
       fact necessary to make the information contained therein not misleading to an
       extent which is material in the context of the acquisition of Ultraframe by
       Latium Holdings; or

(ii)   any contingent liability disclosed in the facts of disclosed information
       would or might adversely affect, directly or indirectly, the business, profits
       or prospects of the Ultraframe Group taken as a whole; or

(iii)  any information disclosed at any time by or behalf of the Ultraframe Group
       is or becomes incorrect; or

(iv)   any information which affects the import of any information disclosed at
       any time by or on behalf of any member of the Ultraframe Group to an extent
       which is material in the context of Latium Holdings;

(v)    any member of the Ultraframe Group is subject to any liability, contingent
       or otherwise, existing at 30 September 2005 which is not disclosed or reflected
       in the audited accounts of Ultraframe for the financial year ended on that date
       and which is material in the context of the Ultraframe Group taken as a whole;
       and

(j) Latium Holdings not having discovered that save as Disclosed:

(i)    any past or present member of the Ultraframe Group has not complied with any
       applicable legislation or regulations of any relevant jurisdiction with regard
       to the use, treatment, handling, storage, transport, release, disposal,
       discharge, spillage, leak or emission of any waste or hazardous substance or any
       substance likely to impair the environment or harm human health, or otherwise
       relating to environmental matters or the health and safety of any person, animal
       or creature, or that there has otherwise been any such use, treatment, handling,
       storage, transport, release, disposal, discharge, spillage, leak or emission
       (whether or not this constituted a non-compliance by any person with any
       legislation or regulations and wherever the same may have taken place) and such
       non-compliance would be likely to give rise to any liability (whether actual or
       contingent) or cost which is material in the context of the Ultraframe Group
       taken as a whole;

(ii)   there is, or is likely to be any liability, whether actual or contingent,
       to make good, alter, improve, repair, reinstate, clean up or otherwise assume
       responsibility for any property now or previously owned, occupied, made use of
       or in respect of which a guarantee or other similar obligation has been assumed
       by any past or present member of the Ultraframe Group or any other property or
       clean up any controlled waters or other pollution caused by its occupation or
       control of any such property under any environmental legislation, regulation,
       notice, circular, order or other lawful requirement of any relevant authority or
       third party or otherwise which is material in the context of the Ultraframe
       Group taken as a whole;

(iii)  circumstances exist whereby a person or class of persons would be likely
       to have a claim 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 Ultraframe Group which is or would be material in the
       context of the Ultraframe Group taken as a whole;

(iv)   any member of the Ultraframe Group does not own or have licensed to it or
       otherwise possess legally enforceable rights to use all intellectual property
       that is required for the conduct of the business of the relevant member of the
       Ultraframe Group as currently conducted or under development for such business
       and the absence of such right is material in the context of the Ultraframe Group
       taken as a whole;

(v)    any member of the Ultraframe Group has infringed any intellectual property
       rights of any third party or where any claims have been asserted in writing or
       threatened in writing by any person in respect of any such infringement or
       challenging the ownership of any member of the Ultraframe Group to or the
       validity or effectiveness of, any of its intellectual property where the
       consequences of which would be material in the context of the Ultraframe Group
       taken as a whole;

(vi)   any intellectual property held by any member of the Ultraframe Group which
       is material in the context of the Ultraframe Group taken as a whole is not valid
       and subsisting;

(vii)  there is material unauthorised use, infringement or misappropriation of
       any intellectual property of any member of the Ultraframe Group by any third
       party;

(viii) any asset of any member of the Ultraframe Group constitutes criminal
       property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
       disregarding paragraph (b) of that definition).

Except with the consent of the Panel, the Offer will lapse unless conditions 1
(b) to 1(j) inclusive of the Offer set out above are fulfilled or, if capable of
waiver, waived or, where appropriate, have been determined by Latium Holdings in
its opinion to be or to remain satisfied by midnight on the date which is 21
days after the later of the First Closing Date and the date on which condition 1
(a) is satisfied.

Except with the Panel's consent, Latium Holdings will not invoke any of the
above conditions (except for the acceptance condition in condition 1(a) above)
so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the relevant conditions are
of material significance to Latium Holdings in the context of the Offer.

The Offer will lapse if the acquisition of Ultraframe by Latium Holdings is
referred to the Competition Commission before the later of 1.00pm on the First
Closing Date and the date when the Offer becomes or is declared unconditional as
to acceptances.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and Latium Holdings and holders of Ultraframe Shares shall thereupon cease to be
bound by prior acceptances. Latium Holdings shall be under no obligation to
waive or treat as fulfilled or satisfied any of conditions 1 (b) to (j)
inclusive by a date earlier than the latest date specified above for the
fulfilment or satisfaction thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled or satisfied
and that there are at such earlier date no circumstances indicating that any
such conditions may not be capable of fulfilment or satisfaction.

2. Certain further terms of the Offer

Ultraframe Shares will be acquired by Latium Holdings with full title guarantee
fully paid and free from all liens, equitable interests, charges, encumbrances
and other third party rights of any nature whatsoever and together with all
rights attaching to them, including the right to receive and retain all
dividends and distributions (if any) declared, made or payable after the date of
this announcement.

The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in this Appendix 1 and those terms which will be
set out in the Offer Document and such further terms as may be required to
comply with the provisions of the City Code. The Offer and any acceptances
thereunder will be governed by English law.

The availability of the Offer to Overseas Shareholders may be affected by the
laws of the relevant jurisdictions. Overseas Shareholders should inform
themselves about and observe any applicable requirements.


                                  APPENDIX II
                                        
                            Irrevocable Undertakings

Name of shareholder giving irrevocable undertaking           Total number of 
                                                             Ultraframe Shares 
                                                             in respect of which
                                                             undertakings given

John Lancaster                                                        3,405,019

Robert Millner Edwards and Ailsa Gillian Farthing                     3,408,302

Robert Millner Edwards and Ailsa Gillian Farthing                     3,408,302

Rosemary Lancaster                                                    4,900,750

Robert Millner Edwards and Ailsa Gillian Farthing 
(as trustees of the John Lancaster Discretionary Trust)              11,444,178

John Edward Lancaster, Rosemary Lancaster, Julie Rose
Broadhurst and Steven John Lancaster (as trustees of
the Lancaster Foundation)                                             7,200,250

David Moore                                                             837,301

Chris Richardson                                                        135,328

Rod Sellers                                                              55,000

Bernard Brogan                                                            8,500

Alan Rothwell                                                             5,066

Vanda Murray                                                              3,250

Richard Scott                                                            10,000

TOTAL                                                                34,821,246


                                  APPENDIX III
                                        
                Bases of calculations and sources of information

                                        
(A) The value placed by the Offer on the whole of the existing issued ordinary
share capital of Ultraframe is based on the number of 97,386,889 Ultraframe
Shares in issue.

(B) The Closing Price of an Ultraframe Share referred to in this announcement is
derived from the Daily Official List published by the London Stock Exchange.

(C) The amount of the cash payment in respect of full acceptance of the Offer is
calculated based upon the number of Ultraframe Shares in issue (as described
above) and taking into account the assumed issue of 2,328,178 Ultraframe Shares
to satisfy options exercisable under the Ultraframe Savings Related Share Option
Scheme at a price of less than 30p.

(D) Financial information in respect of Ultraframe contained in this
announcement relating to the two years ended 30 September 2005 has been
extracted or derived, without material adjustment, from the Annual Report and/or
other public statements made by Ultraframe.

The unaudited financial information for the first half of the current financial
year included in the current trading update has been prepared on a basis
consistent with the accounting policies used in Ultraframe's 2005 Annual Report
and is based on the unaudited management accounts for the six months ended 31
March 2006.  These management accounts exclude any goodwill impairment charge 
relating to North America.

These unaudited figures constitute a profit estimate under Rule 28 of the Code.
The accounting policies and calculations for these forecasts have been examined
and reported on by KPMG Audit Plc in accordance with Rule 28.3(b) of the Code.

KPMG Audit Plc's report and a report from Rothschild on the unaudited financial
information are set out in the letters below. Each of Rothschild and KPMG Audit Plc 
has given and not withdrawn its written consent to the publication of these letters.


KPMG Audit Plc's report on profit estimate

The Directors
Ultraframe Plc
Enterprise Works
Salthill Road
Clitheroe
BB7 1PE

NM Rothschild & Sons Limited
82 King Street
Manchester
M2 4WQ

2 June 2006


Dear Sirs

Ultraframe Plc

We report on the profit estimate comprising the pre-tax loss before goodwill
amortisation, exceptional items, and any goodwill impairment relating to North
America, of Ultraframe Plc ('the Company') and its subsidiaries ('the Group')
for the 6 months ended 31 March 2006 (the 'Profit Estimate') as set out in the
Current Trading and Outlook for Ultraframe section of this announcement of the
Offer issued 2 June 2006 (the 'Announcement'). The basis on which the Profit
Estimate is prepared is set out in part D of Appendix III of the Announcement.
This report is required by Rule 28.3(b) of The City Code on Takeovers and
Mergers ('the City Code') and is given for the purpose of complying with that
rule and for no other purpose.

Accordingly, we assume no responsibility in respect of this report to the
offeror or any person connected to, or acting in concert with, the offeror to
any other person who is seeking or may in future seek to acquire control of the
Company (an 'Alternative Offeror') or to any other person connected to, or
acting in concert with, an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Profit
Estimate in accordance with the requirements of the City Code. In preparing the
Profit Estimate the directors of the Company are responsible for correcting
errors that they have identified which may have arisen in the unaudited
management accounts used as a basis of preparation for the Profit Estimate.

It is our responsibility to form an opinion as required by the City Code as to
the proper compilation of the Profit Estimate and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this
report is expressly addressed and which we may have to shareholders as a result
of the inclusion of this report in the Announcement, to the fullest extent
permitted by law we do not assume any responsibility and will not accept any
liability to any other person for any loss suffered by any such other person as
a result of, arising out of, or in accordance with this report or our statement,
required by and given solely for the purposes of complying with Rule 28.4 of the
City Code, consenting to its inclusion in the Announcement.

Basis of preparation of the Profit Estimate

The Profit Estimate has been prepared on the basis stated in part D of Appendix
III of the Announcement and is based on the unaudited management accounts for
the 6 months ended 31 March 2006. The Profit Estimate is required to be
presented on a basis consistent with the accounting policies of the Group as
adopted in the last published audited accounts for the year to 30 September
2005.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting
issued by the Auditing Practices Board in the United Kingdom. Our work included
evaluating the basis on which the historical financial information for the 6
months to 31 March 2006 included in the Profit Estimate has been prepared and
considering whether the Profit Estimate has been accurately computed using that
information and whether the basis of accounting used is consistent with the
accounting policies of the Company.

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Estimate has been properly compiled on the basis
stated.

However, the Profit Estimate has not been audited. The actual results reported,
therefore, may be affected by revisions required to accounting estimates due to
changes in circumstances, the impact of unforeseen events and the correction of
errors in the management accounts. Consequently, we can express no opinion as to
whether the actual results achieved will correspond to those shown in the Profit
Estimate and the difference may be material.

Our work has not been carried out in accordance with auditing or other standards
and practices generally accepted in the United States of America or other
jurisdictions and accordingly should not be relied upon as if it had been
carried out in accordance with those standards and practices.

Opinion

In our opinion the Profit Estimate so far as the accounting policies and
calculations are concerned has been properly compiled on the basis stated and
the basis of accounting used is consistent with the accounting policies of the
Group as adopted in the audited accounts for the year to 30 September 2005.

Yours faithfully



KPMG Audit Plc



Rothschild report on profit estimate

Strictly Private and Confidential

The Directors
Ultraframe Plc
Enterprise Works
Salthill Road
Clitheroe
BB7 1PE


2 June 2006


Dear Sirs

We have discussed with you as Directors of Ultraframe plc, the profit estimate
comprising the financial information relating to Ultraframe Plc ('the Company')
and its subsidiaries ('the Group') for the 6 months ended 31 March 2006 (the
'Profit Estimate') and the bases and assumptions on which it has been prepared.
We have also discussed the accounting policies and basis of calculation for the
Profit Estimate with KPMG Audit Plc, Ultraframe plc's auditors, and we have
considered their letter of today's date addressed to both yourselves and
ourselves on this matter.

On the basis of the foregoing, we consider that the Profit Estimate for which
you as Directors of Ultraframe plc are solely responsible, has been compiled
with due care and consideration.

This letter is provided to you solely in connection with Rule 28.3(b) of the
City Code on Takeovers and Mergers and for no other purpose.

Yours truly,


N M Rothschild & Sons Limited


                                        
                                        
                                  APPENDIX IV
                                        
            Details of Ultraframe Directors' Compromise Arrangements
                                        
On an offer for the whole of the issued share capital of Ultraframe becoming or
being declared unconditional in all respects, the terms of the respective
employment contracts of the executive directors of Ultraframe provide for a
retention bonus equal to 50 per cent of annual salary. In addition, each
executive director is entitled to receive on termination of employment a payment
by way of liquidated damages equal to 12 months' salary and other benefits
(including annual bonus, which annual bonus is payable in any event on a change
of control).

Reflecting the above terms the executive directors entered into compromise
agreements on 9 May 2006. These are in full and final settlement of any
employment related claims arising from the termination of the relevant
director's employment upon payment of the sum set out in column 3 which is made
up of the constituent elements in columns 1 and 2.

                                       Column 1 (£)                                          Column 2 (£)   Column 3 (£)
           
             Severance        Pension     Car          BUPA   Critical   PHI     Annual      Retention      TOTAL
             equal to                     Allowance           Illness            Bonus       Bonus
             Annual Salary
           
David        315,000          47,250      14,000       300    2,000      2,000   236,250     157,500        774,300
Moore

Chris        162,750          24,412.50   14,000       300    2,000      2,000   122,062.50  81,375         408,900
Richardson

Alan         204,750          30,712.50   14,000       300    2,000      2,000   153,562.50  102,375        509,700
Rothwell

Vanda        210,000          31,500      14,000       300    2,000      2,000   157,500     105,000        522,300
Murray


                                        
                                   APPENDIX V
                                        
                                  DEFINITIONS
                                        

In this announcement, the following words and expressions shall, except where
the context requires otherwise, have the following meanings:


'Act' or 'Companies Act'           the Companies Act 1985 (as amended)

'Altium'                           Altium Capital Limited

'Bank of Scotland'                 The Governor and Company of the Bank of Scotland

'Burnden'                          The Burnden Group plc

'Burnden Litigation'               the Litigation described in paragraph 7(b) of 
                                   this announcement

'business day'                     a day on which banks are open for business in 
                                   London (excluding Saturdays, Sundays and public 
                                   holidays)

'Canada'                           Canada, its provinces and territories and all 
                                   areas under its jurisdiction and political 
                                   subdivisions thereof

'Cash Equivalent'                  the cash value of any benefit which in the 
                                   opinion of an independent accountant has been 
                                   received by any member(s) of the Ultraframe 
                                   Group or by Latium Holdings or (with the approval 
                                   of any member(s) of the Ultraframe Group or 
                                   Latium Holdings) by any third party connected 
                                   with Latium Holdings or Latium Plastics Holdings 
                                   Limited directly by reason of any compromise or 
                                   settlement of any of the Litigation which would 
                                   have not otherwise been received by the Ultraframe 
                                   Group, Latium Holdings or such third party except 
                                   by virtue of the compromise or settlement of the 
                                   Litigation

'City Code' or 'Code'              the City Code on Takeovers and Mergers

'Closing Price'                    the middle market price of an Ultraframe Share at 
                                   the close of business on the day to which such 
                                   price relates, as derived from the London Stock 
                                   Exchange Daily Official List for that day

'Disclosed'                        has the meaning specified in paragraph 1(f) of 
                                   Appendix I to this announcement

'draft Relevant Net                the draft Relevant Net Cash Receivable Statement 
 Cash Receivable Statement'        to be prepared by independent accountants pursuant 
                                   to and in accordance with the provisions of the 
                                   Letter of Entitlement



'Enlarged Group'                   Latium Holdings as enlarged by the acquisition 
                                   of the Ultraframe Group

'Eurocell'                         Eurocell Building Plastics Limited

'Eurocell Litigation'              the litigation described in paragraph 7(a) of 
                                   this announcement

'Finally Determined'               means, in respect of the Litigation, that either 
                                   (i)the court (or other tribunal appointed for the 
                                   purpose of assessing any damages, awards, orders 
                                   or costs) has made a final order assessing all 
                                   amounts payable pursuant to such Litigation 
                                   (including the assessment of sums payable pursuant 
                                   to costs orders), the time limit for appealing 
                                   any such order having expired, or (ii) agreement 
                                   is reached between all paying and receiving parties 
                                   to such Litigation as to the amount payable in 
                                   respect of such Litigation (including amounts 
                                   payable in respect of costs)

'First Closing Date'               the date which is 21 days after the day of posting 
                                   of the Offer Document

'Form of Acceptance'               the form of acceptance and authority relating to 
                                   the Offer which will, where appropriate, accompany 
                                   the Offer Document

'Group Costs'                      all proper and directly attributable advisory 
                                   costs together with an amount equal to all 
                                   reasonable internal salary costs of any personnel 
                                   of Latium Holdings or the Ultraframe Group, travel 
                                   and other expenses directly attributable or referable 
                                   to conducting the Litigation or any part thereof 
                                   incurred by Latium Holdings or the Ultraframe 
                                   Group and any members thereof in connection with
                                   the Litigation including the costs associated with 
                                   the assessment of costs orders, the negotiation 
                                   of sums payable pursuant to costs orders and the 
                                   enforcement of any orders in connection with the 
                                   Litigation. There shall be excluded from Group 
                                   Costs all costs which have been invoiced to and 
                                   paid for by any member(s) of the Ultraframe Group
                                   in the period up to and including the date of 
                                   this announcement

'Latium Holdings'                  Latium Holdings Limited

'Letter of Entitlement'            a letter of entitlement in relation to a Litigation 
                                   Note issued by Latium Holdings and Latium Plastics 
                                   Holdings Limited

'Listing Rules'                    the rules and regulations made by the UK Listing 
                                   Authority and contained in the UK Listing Authority 
                                   publication of the same name

'Litigation'                       the Burnden Litigation and the Eurocell Litigation

'Litigation Deductibles'           an amount equal to all damages, costs or other 
                                   awards Finally Determined as actually payable to 
                                   the other parties to the Litigation by any member(s)
                                   of the Ultraframe Group and actually payable by 
                                   the Ultraframe Group after the date of this
                                   announcement including Group Costs

'Litigation Notes'                the guaranteed litigation notes which may be issued 
                                  by Latium Holdings depending on the outcome of the 
                                  Litigation

'Litigation Proceeds'             the aggregate of (a) any cash proceeds Finally 
                                  Determined as payable and paid to any member(s) 
                                  of the Ultraframe Group in respect of the Litigation 
                                  and (b) any Cash Equivalent in respect of any 
                                  benefit or cash giving rise thereto which, in each 
                                  case, is actually received by any member(s) of the 
                                  Ultraframe Group or other relevant person or any 
                                  third party connected with Latium Holdings or 
                                  Latium Plastics Holdings Limited for the purposes 
                                  of a Cash Equivalent. To be eligible for inclusion 
                                  in the Litigation Proceeds the cash or benefit 
                                  must be received after the date of this announcement 
                                  (but not distributed or have being agreed to be 
                                  distributed to the Ultraframe Shareholders at any 
                                  time prior to the Offer having become or been 
                                  declared wholly unconditional) and prior to the 
                                  date (being no later than 40 business days after
                                  a request is made under the Letter of Entitlement 
                                  for the calculation of the Relevant Net Cash 
                                  Receivable or the date being six years from the 
                                  date that the Offer is declared wholly unconditional) 
                                  at which the draft Relevant Net Cash Receivable 
                                  Statement is prepared in accordance with paragraph 
                                  3 of the Letter of Entitlement

'London Stock Exchange'           London Stock Exchange plc


'Monitoring Agreement'            an agreement dated 1 June 2006 made between Ultraframe, 
                                  Latium Holdings, Latium Plastics Holdings Limited 
                                  and John Lancaster and Bernard Brogan giving certain 
                                  rights in respect of the Litigation

'Net Cash Receivable'             the aggregate amount of the Litigation Proceeds 
                                  after deducting the Litigation Deductibles and 
                                  the Net Notional Tax provided that if the Litigation 
                                  Proceeds after deducting the Litigation Deductibles 
                                  and the Net Notional Tax do not exceed the positive
                                  sum of £500,000 then the Net Cash Receivable shall 
                                  be nil

'Net Notional Tax'                an amount equal to corporation tax on a notional 
                                  profit equal to the excess (if any) of the Litigation 
                                  Proceeds (to the extent these proceeds represent 
                                  a receipt chargeable to corporation tax to be brought 
                                  into account by members of the Ultraframe Group)
                                  over the Litigation Deductibles (to the extent such 
                                  Litigation Deductibles are deductible in computing 
                                  the profits of members of the Ultraframe Group subject 
                                  to corporation tax or would be so deductible if there 
                                  were such profits) and in computing the Net Notional 
                                  Tax there shall be ignored any deductions or reliefs 
                                  in computing the profits chargeable to corporation tax
                                  on the proceeds of the Litigation other than the Litigation
                                  Deductibles


'North America'                   the United States and Canada

'Offer'                           the recommended cash offer to be made by Latium 
                                  Holdings for the entire share capital, issued and 
                                  to be issued share capital of Ultraframe including, 
                                  where the context requires, any subsequent revision, 
                                  variation, extension or renewal thereof

'Offer Document'                  the offer document to be sent to Ultraframe Shareholders
                                  containing the formal Offer

'Offer Price'                     30 pence per Ultraframe Share plus an entitlement to a
                                  Litigation Note

'Official List'                   the Official List of the UK Listing Authority

'Overseas Shareholders'           Ultraframe Shareholders (or nominees of or custodians 
                                  or trustees for Ultraframe Shareholders) in, resident 
                                  in or nationals or citizens of jurisdictions outside 
                                  the United Kingdom

'Panel'                           the Panel on Takeovers and Mergers

'Regulatory Information           any of the services set out in Appendix 3 to the 
Service'                          Listing Rules

'Relevant Net Cash                the Relevant Net Cash Receivable Statement as agreed, deemed
Receivable Statement'             agreed or determined in accordance with the provisions of the
                                  Monitoring Agreement

'Rothschild'                      N M Rothschild & Sons Limited

'Takeover                         the Takeovers Directive (Interim Implementation) 
Regulations'                      Regulations 2006

'Treasury Shares'                 any Ultraframe Shares held by Ultraframe as treasury 
                                  shares (as defined in section 162A of the Act)

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


'UK Listing Authority'            the Financial Services Authority in its capacity as 
                                  a competent authority under the Financial Services 
                                  and Markets Act 2000

'Ultraframe' or 'the Company'     Ultraframe plc


'Ultraframe Group'                Ultraframe and its subsidiaries and subsidiary 
                                  undertakings

'Ultraframe Shareholder'          a holder of Ultraframe Shares

'Ultraframe Shares'               includes:

                                  (i) the existing issued or unconditionally allotted 
                                  and fully paid (or credited as fully paid) ordinary 
                                  shares of 25 pence each in Ultraframe; and

                                  (ii) any further such shares which are unconditionally 
                                  allotted or issued while the Offer remains open for 
                                  acceptance or, subject to the provisions of the City Code, 
                                  by such earlier date as Latium Holdings may determine not 
                                  being earlier than the date (subject to the City Code) 
                                  on which the Offer becomes or is declared unconditional 
                                  as to acceptances

                                  but excludes any shares held as Treasury Shares on such 
                                  date as Latium Holdings may determine before the date 
                                  on which the Offer closes (which may be a different date 
                                  to the date referred to in (ii))

'Ultraframe Share Options'        share options granted pursuant to the Ultraframe Share 
                                  Option Schemes

'Ultraframe Share                 a holder of Ultraframe Share Options
Optionholder'                      


'Ultraframe Share                 the Ultraframe Savings-Related Share Option Scheme, 
Option Schemes'                   the 1999 Ultraframe plc Company Share Option Plan, the 
                                  1999 Ultraframe plc Executive Share Option Scheme and 
                                  the Ultraframe plc Performance Share Plan

'Ultraframe                       the 1998 Ultraframe plc Savings-Related Share Option Scheme
Savings-Related
Share Option
Scheme'

'Ultraframe UK'                   Ultraframe UK Limited, a wholly owned subsidiary of
                                  Ultraframe

'Ultraframe US'                   the businesses of the Ultraframe Group which operate 
                                  in North America

'United States' or 'US'           the United States of America, its territories and possessions,
                                  all areas subject to its jurisdiction or any political
                                  subdivision thereof, any state of the United States of America
                                  and the District of Columbia


For the purposes of this announcement, 'parent undertaking', 'subsidiary
undertaking', 'associated undertaking' and 'undertaking' have the meanings given
by the Act (but for this purpose ignoring paragraph 20(1)(b) of schedule 4A of
the Act).

The principal exchange rates used throughout this document, except where figures
have been extracted from financial information which has already been published,
are as follows:

                                Half Year ended
                                  31 March 2006
                         
                             USD - Average 1.75
                             USD - Closing 1.73

All times referred to are London time unless otherwise stated.




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