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Thursday 15 February, 2007

Imerys SA

Recommended cash offer for UCM


15 February 2007

      Not for release, publication or distribution in, into or from the
United States or Canada or any other jurisdiction if to do so would constitute
            a violation of the relevant laws of such jurisdiction.

                   RECOMMENDED CASH OFFER FOR UCM GROUP PLC

                                      BY

                              IMERYS UK LIMITED

SUMMARY

- The boards of Imerys UK and UCM are pleased to announce the terms
of a recommended cash offer, to be made by Imerys UK, a wholly owned indirect
subsidiary of Imerys S.A., for the whole of the issued and to be issued share
capital of UCM. Under the Offer, UCM Shareholders will receive 85p in cash per
UCM Share. The Offer values the existing issued share capital of UCM at
approximately £20.3 million. Imerys UK will finance the Offer from the Imerys
Group's existing available resources.

- The Offer price of 85 pence per UCM Share represents:

- a premium of approximately 30.8 per cent. to the Closing Price of
65 pence per UCM Share on 14 February 2007, being the last dealing day prior
to this announcement; and

- a premium of approximately 49.1 per cent. to the average closing
price of 57 pence per UCM Share for the 12 months prior to and including 14
February 2007.

- The Offer represents the culmination of a detailed strategic
review by the board of UCM where ultimately the Directors engaged Ernst &
Young to undertake a formal auction process. After detailed negotiations,
Imerys UK was granted a period of exclusivity to finalise its due diligence
and to make an offer for the Company in accordance with the City Code.

- The Directors, who have been so advised by Ernst & Young,
consider the terms of the Offer to be fair and reasonable. Accordingly, the
Directors unanimously recommend that UCM Shareholders accept the Offer, as
they have irrevocably undertaken to do, or procure or use all reasonable
endeavours to procure to be done, in respect of beneficial holdings of
themselves and their related parties amounting, in aggregate, to 2,259,265 UCM
Shares, representing approximately 9.4 per cent. of the existing issued
ordinary share capital of UCM. In providing its advice, Ernst & Young has
taken into account the commercial assessments of the Directors.

- In aggregate, and including the shareholdings of the Directors,
Imerys UK has received irrevocable undertakings to accept, or procure or use
all reasonable or best endeavours to procure the acceptance of, the Offer in
respect of 9,124,586 UCM Shares, representing approximately 38.1 per cent. of
the existing issued ordinary share capital of UCM.

- Imerys UK is a wholly owned indirect subsidiary of Imerys S.A.
Imerys S.A. is listed on Euronext Paris with a market capitalisation of
approximately €4.7 billion. With 2006 revenue of approximately €3.3 billion,
the Imerys Group is a world leader in the processing of industrial minerals.

The Offer Document and the Form of Acceptance will be despatched
shortly.

Commenting on the Offer, Jérôme Pécresse, Executive Vice President
of the Ceramics, Refractories, Abrasives & Filtration Business Group of
Imerys, said:

"We are delighted that the Directors of UCM have decided
unanimously to recommend the Offer to their shareholders which is at a
significant premium to UCM's share price in the 12 months prior to the Offer.
Imerys has considerable experience in the processing, selling and application
of minerals globally. The combination of UCM with Imerys will place UCM in a
strong position to realise its growth potential."

Jamie Brundell, Chief Executive of UCM, said:

"The Directors unanimously recommend our shareholders accept this
offer, which we believe delivers best value to UCM Shareholders. The Board has
undertaken a full strategic review and comprehensive auction process and
concluded that UCM Shareholders and employees will be best served by UCM
Shareholders accepting this offer."

This summary should be read in conjunction with, and is subject to,
the full text of the attached announcement. Appendix IV to the attached
announcement contains the definitions of terms used in this announcement
(including this summary).

Enquiries:

Imerys S.A.                                         +33 (0)1 49 55 66 55
Isabelle Biarnès - Financial Communication

Rothschild, financial advisers to Imerys UK         +44 (0)20 7280 5000
John Deans
Charles Montgomerie

UCM                                                 +44 (0)178 522 3122
John Gordon - Non-Executive Chairman
Jamie Brundell - Chief Executive Officer
Melvyn Fookes - Chief Financial Officer

Ernst & Young, financial advisers to UCM            +44 (0)20 7951 2000
Ken Williamson
John Stephan

Weber Shandwick, PR advisers to UCM                 +44 (0)20 7067 0700
Terry Garrett
Stephanie Badjonat

This announcement does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the solicitation of an
offer to buy any securities, pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance, which
will contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted. UCM Shareholders are advised to read carefully
the formal documentation in relation to the Offer (including, without
limitation, the Offer Document and the Form of Acceptance).

Unless otherwise determined by Imerys UK 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,
the United States, Canada or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of 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, the United States,
Canada or any other jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not directly or indirectly
mail, transmit or otherwise forward, distribute or send them in, into or from
any such jurisdiction as to do so may invalidate any purported acceptance of
the Offer.

The availability of the Offer to UCM Shareholders 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, any applicable legal or
regulatory requirements of those jurisdictions.

Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Imerys UK and Imerys
S.A. and noâ€`one else in connection with the Offer and will not be
responsible to anyone other than Imerys UK and Imerys S.A. for providing the
protections afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any other matters referred to in this announcement.

Ernst & Young, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for UCM and
noâ€'one else in connection with the Offer and will not be responsible to
anyone other than UCM for providing the protections afforded to clients of
Ernst & Young nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.

Appendix I sets out the conditions to and certain further terms of
the Offer.

Appendix II sets out the details of the irrevocable undertakings to
accept, or procure or use all reasonable or best endeavours to procure the
acceptance of, the Offer given by certain UCM Shareholders to Imerys UK.

Appendix III sets out the bases and sources of information from
which the financial calculations used in this announcement have been derived.

Appendix IV contains the definitions of terms used in this
announcement (including in this summary).

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 UCM, 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 UCM, 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 UCM by Imerys UK or UCM, 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.

If you are in any doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)
20 7638 0129; fax number +44 (0) 20 7236 7013.

15 February 2007

      Not for release, publication or distribution in, into or from the
United States or Canada or any other jurisdiction if to do so would constitute
            a violation of the relevant laws of such jurisdiction.

                   RECOMMENDED CASH OFFER FOR UCM GROUP PLC

                                      BY

                              IMERYS UK LIMITED

1. INTRODUCTION

The boards of Imerys UK and UCM announce that they have reached
agreement on the terms of a recommended cash offer, to be made by Imerys UK,
for the entire issued and to be issued share capital of UCM.

The Offer will be 85 pence in cash for each UCM Share.

The Offer values the existing issued ordinary share capital of UCM
at approximately £20.3 million and values UCM at approximately £29.2 million
including net debt of approximately £8.9 million as at 30 June 2006.

Imerys UK is a wholly owned indirect subsidiary of Imerys S.A.
Imerys UK will finance the Offer from the Imerys Group's existing available
resources. With 2006 revenue of approximately €3.3 billion, the Imerys Group
is a world leader in the processing of industrial minerals.

Imerys UK has received irrevocable undertakings to accept, or procure or use
all reasonable or best endeavours to procure acceptance of, the Offer in
respect of approximately 38.1 per cent. of UCM's existing issued ordinary
share capital. Further details of these undertakings are provided in paragraph
4 below. Further information on Imerys UK and a description of the financing
arrangements for the Offer will be set out in the Offer Document.

2. THE OFFER

Pursuant to the Offer, Imerys UK 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 UCM Shares on the following basis:

                     for each UCM Share 85 pence in cash

The Offer price of 85 pence per UCM Share represents:

- a premium of approximately 30.8 per cent. to the Closing Price of
65 pence per UCM Share on 14 February 2007, being the last dealing day prior
to this announcement; and

- a premium of approximately 49.1 per cent. to the average closing
price of 57 pence per UCM Share for the 12 months prior to and including 14
February 2007.

The Offer extends to all UCM Shares unconditionally allotted or
issued and fully paid as at the date of the Offer and any UCM Shares which are
unconditionally allotted or issued and fully paid whilst the Offer remains
open for acceptance (or such earlier date as Imerys UK may, subject to the
City Code, decide). The UCM Shares to be acquired by Imerys UK pursuant to the
Offer will 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.

The Offer Document and the Form of Acceptance containing the full
terms and conditions of the Offer will be despatched shortly.

3. RECOMMENDATION

The Directors, who have been so advised by Ernst & Young, consider
the terms of the Offer to be fair and reasonable. Accordingly, the Directors
unanimously recommend that UCM Shareholders accept the Offer, as the Directors
have irrevocably undertaken to do, or procure or use all reasonable endeavours
to procure to be done, in respect of beneficial holdings of themselves and
their related parties amounting, in aggregate, to 2,259,265 UCM Shares,
representing approximately 9.4 per cent. of the existing ordinary issued share
capital of UCM. In providing advice to the Directors, Ernst & Young has taken
into account the commercial assessments of the Directors.

4. IRREVOCABLE UNDERTAKINGS

Imerys UK has received irrevocable undertakings:

- to accept, or to procure or use all reasonable endeavours to
procure acceptance of, the Offer from the Directors and their related parties,
in respect of beneficial holdings amounting, in aggregate, to 2,259,265 UCM
Shares, representing approximately 9.4 per cent. of the existing issued share
capital of UCM; and

- to accept, or to procure acceptance of the Offer from two former
directors of UCM and their related parties, in respect of, in aggregate,
1,829,810 UCM Shares, representing approximately 7.6 per cent. of the existing
issued share capital of UCM.

All of these undertakings continue to be binding even in the event
of a competing offer being made for UCM unless and until the Offer lapses or
is withdrawn.

Imerys UK has also received irrevocable undertakings to accept, or
procure or use best endeavours to procure the acceptance of, the Offer in
respect of, in aggregate, a further 4,035,511 UCM Shares, representing
approximately 16.9 per cent. of the existing issued share capital of UCM.
These undertakings cease to be binding in the event that a competing offer is
made for UCM where the value of such offer is not less than ten per cent.
higher than the Offer Price, or if the Offer lapses or is withdrawn. In
addition, Imerys UK has received irrevocable undertakings to accept the Offer
in respect of, in aggregate, a further 1,000,000 UCM Shares, representing
approximately 4.2 per cent. of the existing issued share capital of UCM. These
undertakings cease to be binding in the event that a competing offer is made
for UCM where the value of such offer is not less than five per cent. higher
than the Offer Price, or if the Offer lapses or is withdrawn.

In aggregate therefore, Imerys UK has received irrevocable
undertakings to accept, or procure or use all reasonable or best endeavours to
procure the acceptance of, the Offer in respect of 9,124,586 UCM Shares,
representing approximately 38.1 per cent. of UCM's existing issued share
capital.

Further details of these irrevocable undertakings to accept the
Offer are set out in Appendix II to this announcement.

5. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION OF THE OFFER BY
THE DIRECTORS OF UCM

Following the completion of the manufacturing reorganisation and
restructuring of the business into two divisions in 2004 and a number of asset
write offs at the end of 2005, the UCM Group has striven to increase its
global market presence in the areas of fused zirconia and electrical grade
magnesia.

During 2005, a range of external influences adversely impacted on
the profitability of the UCM Group.

The Magnesia Division has experienced significant increases in
energy costs in the UK and increases in raw material prices in the US. The
Magnesia Division has also experienced difficult market conditions including
increased pricing competition, reduced tonnages, the relocation of a number of
customers' manufacturing bases and fluctuating exchange rates. Several
initiatives were implemented that have significantly increased productivity.
However, the markets continue to prove very demanding for the Magnesia
Division, not least in respect of achieving satisfactory price increases.

In respect of the Zirconia Division, with the exception of the
second half of 2005 when certain customers undertook de-stocking exercises,
the Zirconia Division has continued to grow sales on a global basis in the
face of significant increases in raw material costs.

The benefit of the initiatives has been seen in improved trading
and profitability during 2006. Whilst the Board believes that the UCM Group
has opportunities for growth, it faces a range of challenges, including the
need to increase personnel resources, if it is to maintain and develop further
the business globally, particularly in the Asian Pacific region. These
resources are required for both R&D and sales and marketing. By its nature,
any return on this investment would be in the medium to long term. Further
consideration has also to be given to the present small size of the UCM Group
in the context of the costs of servicing its global business together with the
costs of maintaining its listing on the London market.

In consideration of these factors, the Board appointed Ernst &
Young as its advisors to assist it in a detailed review of the strategic
options open to the UCM Group. Around that time, an expression of interest for
the UCM Group was received from another party. Subsequent to this, the Board
instructed its advisors to undertake a formal auction process with a number of
bona fide potential offerors. The Board considered a number of proposals both
for the UCM Group and for the trading divisions within the UCM Group and,
following detailed negotiations with Imerys UK, granted a period of
exclusivity for Imerys UK to complete its due diligence. The Board has decided
to recommend the Offer, as the Directors believe that it provides the best
value to UCM Shareholders.

In addition, the Board believes that Imerys S.A. provides a good
fit in terms of its broad portfolio of minerals, in depth understanding of and
presence in global markets for minerals and its capabilities to support the
ongoing development of the UCM Group's products and activities.

6. REASONS FOR THE OFFER

The board of Imerys UK believes that the Offer will:

- allow the combined UCM and Imerys Groups to benefit from technical synergies
and a wider product offering to the combined group's customers;

- provide enhanced distribution channels for UCM's existing product range,
particularly in the refractories markets; and

- enable UCM more readily to access sources of capital to maximise its future
growth potential.

Imerys UK expects that, following the acquisition, Imerys UK and UCM will
review ways to optimise the strategy of UCM, including options in relation to
the resolution passed by Stafford Borough Council to grant outline planning
permission, subject to certain conditions, to UCM for the potential
development of the Stafford site.

7. INFORMATION ON UCM

The principal activities of UCM are the manufacture and
distribution of ceramic materials including zirconia and magnesia.

In the audited consolidated financial statements of the UCM Group
for the financial year ended 31 December 2005, UCM reported turnover of £33.3
million (2004: £32.8 million) and a loss on ordinary activities before
taxation of £9,000 (2004: £2.09 million profit). As at 31 December 2005, UCM
Group had net assets of £12.7 million (2004: £13.8 million).

On 21 September 2006, UCM announced the unaudited interim results
of the UCM Group for the six months ended 30 June 2006. For that period, UCM
reported turnover of £19.6 million (2005: £17.5 million) and a profit before
taxation of £1.35 million (2005: £1.16 million). As at 30 June 2006, UCM Group
had net assets of £13.5 million (2005: £14.5 million) including net debt of
£8.9 million (2005: £10.1 million) and a pension deficit included on the
balance sheet of £3.4 million (2005: £4.0 million).

On 4 January 2007, UCM announced that Stafford Borough Council had
resolved to grant outline planning permission for residential development on
its 20 acre Stafford site. The grant of planning permission remains subject to
the completion of a legal agreement made under Section 106 of the Planning Act
and to conditions attached to the permission. As notified to Shareholders, the
UCM Group has no current plans to develop the site. However, it should be
noted that the Company's property advisers have confirmed to the Directors
that the actual developable area of the 20 acre Stafford site is approximately
5.5 acres.

The Offer Document will contain a report on a profit forecast
(technically termed a "profit estimate" given that it will be issued after the
year end) made by UCM for the year ended 31 December 2006.

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

8. INFORMATION ON IMERYS UK AND IMERYS S.A.

Imerys UK

Imerys UK is an indirect wholly owned subsidiary of Imerys S.A.
With 2006 revenue of approximately €3.3 billion, the Imerys Group is a world
leader in the processing of industrial minerals.

For the financial year ended 31 December 2005, Imerys UK achieved a
turnover of £0.3 million (2004: £22.6 million) and operating profit (before
exceptional items and goodwill amortisation) of £0.3 million (2004: £22.5
million).

Imerys S.A.

For the financial year ended 31 December 2006, Imerys Group
achieved a turnover of €3,288.1 million (2005: €3,045.2 million) and current
operating income (before other revenue and expenses) of €458.8 million (2005:
€434.0 million). As at 31 December 2006, Imerys Group had net assets of
€1,646.5 million (2005: €1,686.2 million).

9. DIRECTORS AND EMPLOYEES

The board of Imerys UK has given assurances to the board of UCM
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 UCM Group will be fully safeguarded. Imerys
UK's current plans do not involve any material change in the conditions of
employment of the UCM Group. UCM's pension obligations will be complied with
and Imerys UK has stated that it has no intention to make detrimental changes
to the benefits provided under the UCM pension schemes. The directors of
Imerys UK believe that following completion of the Offer, the financial
covenant of UCM will be significantly improved, providing additional comfort
to UCM pension scheme members.

All of the non-executive directors of UCM (namely, John Gordon, Ian
Fisher and Colin Halpern) have agreed to resign following the Offer becoming
or being declared unconditional in all respects.

10. UCM SHARE OPTION SCHEME

The Offer extends to any UCM Shares which are unconditionally
allotted or issued prior to the date on which the Offer closes (or such
earlier date as Imerys UK 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 UCM Share Option Scheme.

All of the UCM Share Options were granted with an option price in
excess of the Offer Price. Imerys UK will not therefore be making any special
proposals to the holders of options under the UCM Share Option Scheme.

11. FINANCING THE OFFER

Full acceptance of the Offer will result in a maximum cash
consideration of approximately £20.3 million becoming payable by Imerys UK,
which will be provided from the Imerys Group's existing cash resources. No
specific external funding will be required.

Rothschild is satisfied that Imerys UK has sufficient cash
resources available to it to satisfy in full the cash consideration payable by
Imerys UK under the Offer.

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

12. INDUCEMENT FEE

As part of the negotiations between UCM and Imerys UK, on 14
February 2007, UCM and Imerys UK entered into an inducement fee agreement.
Pursuant to this agreement, a fee of £203,425 (inclusive of irrecoverable
VAT), which amounts to one per cent. of the value of the Offer, is payable to
Imerys UK if, following the date of this announcement, either the directors of
UCM withdraw or materially and adversely modify their approval or
recommendation of the Offer, or the Offer lapses or is withdrawn and prior
thereto a third party offeror unconnected with Imerys UK announces an offer,
for all or not less than 50 per cent. of the issued share capital of UCM, and
such alternative offer subsequently becomes or is declared unconditional in
all respects.

13. 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, Imerys UK will
procure that UCM applies to the London Stock Exchange and the UK Listing
Authority for the cancellation, respectively, of the trading of UCM Shares on
the London Stock Exchange and of the listing of UCM Shares on the Official
List.

It is anticipated that such cancellations will, subject to the
rules of the London Stock Exchange and the Listing Rules, take effect no
earlier than 20 business days after Imerys UK, by virtue of acceptances of the
Offer, has acquired or agreed to acquire 75 per cent. of the voting rights
attached to UCM Shares. Imerys UK will make an announcement when the Offer
becomes or is declared unconditional in all respects and such announcement
will include a statement of Imerys UK's intention regarding the cancellation
of trading of UCM Shares on the London Stock Exchange and of the listing of
UCM Shares on the Official List. Such cancellation would significantly reduce
the liquidity and marketability of any UCM 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, Imerys UK will seek
to procure the re-registration of UCM as a private company under the relevant
provisions of the Companies Act.

If Imerys UK receives acceptances under the Offer in respect of 90
per cent. or more of the UCM 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, Imerys UK intends to
exercise its rights pursuant to the provisions of Schedule 2 to the Takeover
Regulations to acquire compulsorily UCM Shares in respect of which acceptances
have not then been received.

14. 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 together
with such further terms as may be required to comply with the provisions of
the City Code.

Imerys UK intends that the Offer Document setting out the details
of the Offer will be posted to UCM Shareholders shortly 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 definitions of
certain expressions used in this announcement.

As at 14 February 2007, the last business day prior to this
announcement, save as disclosed in paragraph 4 above, neither Imerys UK, nor
any of its directors, their close relatives and related trusts, nor, so far as
Imerys UK is aware, any party acting in concert with Imerys UK, owned or
controlled UCM Shares or held any options to purchase UCM Shares or had
entered into any derivative referenced to UCM Shares which remains
outstanding. In the interests of confidentiality, Imerys UK 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. Any such
additional interest(s) or dealing(s) will be discussed with the Panel and, if
appropriate, will be disclosed to UCM Shareholders in the Offer Document or
announced earlier if so requested by the Panel.

Enquiries:

Imerys S.A.                                            +33 (0)1 49 55 66 55
Isabelle Biarnès - Financial Communication

Rothschild, financial advisers to Imerys UK            +44 (0)20 7280 5000
John Deans
Charles Montgomerie

UCM                                                    +44 (0)178 522 3122
John Gordon - Non-Executive Chairman
Jamie Brundell - Chief Executive Officer
Melvyn Fookes - Chief Financial Officer

Ernst & Young, financial advisers to UCM               +44 (0)20 7951 2000
Ken Williamson
John Stephan

Weber Shandwick, PR advisers to UCM                    +44 (0)20 7067 0700
Terry Garrett
Stephanie Badjonat

This announcement does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the solicitation of an
offer to buy any securities, pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance, which
will contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted. UCM Shareholders are advised to read carefully
the formal documentation in relation to the Offer (including, without
limitation, the Offer Document and the Form of Acceptance).

Unless otherwise determined by Imerys UK 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,
the United States, Canada or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of 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, the United States,
Canada or any other jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not directly or indirectly
mail, transmit or otherwise forward, distribute or send them in, into or from
any such jurisdiction as to do so may invalidate any purported acceptance of
the Offer.

The availability of the Offer to UCM Shareholders 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, any applicable legal or
regulatory requirements of those jurisdictions.

Rothschild, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Imerys UK and
Imerys S.A. and noâ€'one else in connection with the Offer and will not be
responsible to anyone other than Imerys UK and Imerys S.A. for providing the
protections afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any other matters referred to in this announcement.

Ernst & Young, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for UCM and
no-one else in connection with the Offer and will not be responsible to
anyone other than UCM for providing the protections afforded to clients of
Ernst & Young nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.

Appendix I sets out the conditions to and certain further terms of
the Offer.

Appendix II sets out the details of the irrevocable undertakings to
accept, or procure or use all reasonable or best endeavours to procure the
acceptance of, the Offer given by certain UCM Shareholders to Imerys UK.

Appendix III sets out the bases and sources of information from
which the financial calculations used in this announcement have been derived.

Appendix IV contains the definitions of terms used in this
announcement.

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 UCM, 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 UCM, 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 UCM by Imerys UK or UCM, 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.

If you are in any doubt as to the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)
20 7638 0129; fax number +44 (0) 20 7236 7013.

                                  APPENDIX I

             Conditions to 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 3.00 p.m. on the First Closing Date of the Offer (or such later
time(s) and/or date(s) as Imerys UK may, subject to the rules of the Code,
decide) in respect of not less than 90 per cent. (or such lesser percentage as
Imerys UK may decide) in nominal value of the UCM Shares to which the Offer
relates and not less than 90 per cent. (or such lesser percentage as Imerys UK
may decide) of the voting rights carried by the UCM Shares to which the Offer
relates, provided that, unless agreed by the Panel, this condition will not be
satisfied unless Imerys UK shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise), directly or indirectly, UCM Shares
carrying, in aggregate, over 50 per cent. of the voting rights then normally
exercisable at general meetings of UCM on such basis as may be required by the
Panel (including for this purpose, to the extent (if any) required by the
Panel, any voting rights attaching to any shares which are unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of conversion or subscription
rights or otherwise); and for the purpose of this condition (i) the expression
"UCM Shares to which the Offer relates" shall be construed in accordance with
Schedule 2 to the Takeover Regulations; and (ii) for the purposes of the
proviso to this condition (a), UCM Shares which have been unconditionally
allotted shall be deemed to carry the voting rights which they will carry on
issue;

(b) Imerys UK having received confirmation in terms reasonably satisfactory to
it from the German Federal Cartel Office that:

(i) the acquisition of UCM contemplated by the Offer (the "Transaction") does
not constitute a concentration requiring to be notified to such office; or

(ii) requiring to be so notified, the German Federal Cartel Office has decided
not to oppose the Transaction, such decision being either unconditional or
subject to such conditions as are acceptable to Imerys UK, acting reasonably;
or

the relevant waiting periods having expired without the German
Federal Cartel Office having entered into main examination proceedings or
having prohibited the Transaction;

(c) the Austrian Bundeswettbewerbsbehörde or Austrian Bundeskartellanwalt
having formally waived their right to apply for detailed examination of the
Transaction or not having applied, within the statutory time period, for its
detailed examination; or examination proceedings in respect of the Transaction
having been commenced and either:

(i) the Austrian Cartel Court (Kartellgericht) or Austrian Cartel Supreme
Court (Kartellobergericht) issuing a final decision declaring that the
Transaction is compatible with the applicable competition legislation, such
decision being either unconditional or subject to such conditions as are
acceptable to Imerys UK, acting reasonably; or

(ii) the Austrian Cartel Court (Kartellgericht) terminating the examination
proceedings in relation to the Transaction;

(d) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in any
jurisdiction (each, a "Relevant Authority") having decided to take,
instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry (and in each case not having irrevocably withdrawn
the same) or enacted, made or proposed any statute, regulation or order (and
in each case not having irrevocably withdrawn the same) or otherwise taken any
other step or done any thing that would or might reasonably be expected to:

(i) prohibit, or in any material respect, restrict, restrain, delay, impose
additional conditions or obligations with respect to, or otherwise interfere
in a way which is material in the context of the Offer with the implementation
of, the Offer or the acquisition of any UCM Shares by Imerys UK or any matters
arising therefrom;

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

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

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

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

(vi) make the Offer or its implementation or the proposed acquisition of UCM
or any member of the wider UCM Group or of any UCM shares or any other shares
or securities in, or control of, UCM, illegal, void or unenforceable in or
under the laws of any jurisdiction;

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

(viii) otherwise materially and adversely affect any or all of the businesses,
assets, prospects or profits of any member of the wider Imerys Group or the
wider UCM Group, in each case taken as a whole or the exercise of rights of
shares of any company in the UCM Group,

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

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

(f) no Relevant Authority or any other party with whom any member of the wider
UCM Group has any contractual or other material business relationship
notifying Imerys UK or any member of the wider UCM Group that the interests
held by any member of the wider UCM Group under licences, leases, consents,
permits and other rights will be materially and adversely amended or otherwise
materially and adversely affected by the Offer or the proposed acquisition of
UCM or any matters arising therefrom, or that such licences, leases, consents,
permits or other rights will not remain in full force and effect or that there
is any intention to revoke or materially and adversely amend any of the same
on the part of such Relevant Authority or other party;

(g) save as disclosed in any public announcement by UCM and in each case
delivered to a Regulatory Information Service (as defined in the Listing Rules
or as otherwise fairly disclosed in the Data Room or to Imerys UK by UCM in
writing ("Disclosed") prior to 15 February 2007 (being the date of this
announcement), there being no provision of any agreement, instrument, permit,
licence or other arrangement to which any member of the wider UCM Group is a
party or by or to which it or any material part of its assets may be bound or
subject which, as a consequence of the Offer or the acquisition of UCM or
because of a change in the control or management of UCM or any member of the
UCM Group or any matters arising therefrom or otherwise, could or might
reasonably be expected to result in:

(i) any material amount of monies borrowed by, or other material indebtedness,
actual or contingent, of, or material grant available to, any member of the
wider UCM Group, in each case which is not already repayable on demand,
becomes or is capable of being declared repayable immediately or earlier than
the repayment date stated in such agreement, instrument or other arrangement
or the ability of any member of the wider UCM Group to borrow moneys or incur
indebtedness is withdrawn or materially inhibited;

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

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

(iv) the value of the wider UCM Group taken as a whole or its financial or
trading position is materially and adversely prejudiced or affected;

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

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

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

(h) no member of the UCM Group having since 31 December 2005 (being the date
to which the latest published audited report and accounts of UCM were made up)
and save as Disclosed prior to 15 February 2007 (being the date of this
announcement):

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

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

(iii) authorised or proposed or announced its intention to propose any merger
or acquisition or disposal or transfer of shares or any change in its share or
loan capital;

(iv) issued or authorised or proposed the issue of any debentures or incurred
or increased any indebtedness or contingent liability in each case to an
extent which is material in the context of the UCM Group, taken as a whole;

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

(vi) entered into or varied or proposed to enter into or vary any contract,
reconstruction, amalgamation, arrangement or other transaction which is of a
long term or unusual or onerous nature or is otherwise than in the ordinary
course of business, which, in any case, is material in the context of the UCM
Group, taken as a whole, or announced any intention to do so;

(vii) entered into, or materially varied the terms of, any contract or
agreement with any of the directors or senior executives of UCM;

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

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

(x) made any amendment to its memorandum or articles of association or other
incorporation documents which is material in the context of the Offer;

(xi) made or agreed or consented to:

(A) any significant change which is material in the context of the Offer to:

(I) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or

(II) the benefits which accrue or to the pensions which are payable
thereunder; or

(III) the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined; or

(IV) the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made; or

(B) any change which is material in the context of the Offer to the trustees
including the appointment of a trust corporation;

(xii) entered into any contract, transaction or arrangement which is
restrictive in a material respect on the business of any member of the wider
UCM Group or the wider Imerys Group in each case taken as a whole;

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

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

(i) since 31 December 2005 (being the date to which the latest published
audited report and accounts of UCM were made up) and save as announced
publicly and in each case delivered to a Regulatory Information Service or as
otherwise Disclosed prior to 15 February 2007 (being the date of this
announcement):

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

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

(j) save as Disclosed prior to 15 February 2007 (being the date of this
announcement), Imerys UK not having discovered that:

(i) any business, financial or other information concerning any member of the
UCM Group publicly disclosed at any time by UCM or disclosed in writing by UCM
to Imerys UK during the course of its due diligence in connection with the
Offer either contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading;

(ii) any member of the wider UCM Group is subject to any liability, actual or
contingent, which is not disclosed in the annual report and accounts of UCM
for the financial year ended 31 December 2005 and which is material in the
context of the UCM Group, taken as a whole;

(iii) any past or present member of the wider UCM Group has failed or is
currently failing to comply in all material respects with all applicable
legislation or regulations of any jurisdiction with regard to the storage,
disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or to harm human
health or otherwise relating to environmental matters (which non-compliance
might give rise to any liability (whether actual or contingent) on the part of
any member of the wider UCM Group and which liability is material in the
context of the UCM Group, taken as a whole);

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

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

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

Imerys UK reserves the right to waive all or any of conditions (b) to (j)
(inclusive) above, in whole or in part. Except with the consent of the Panel,
the Offer will lapse unless conditions (b) to (j) (inclusive) of the Offer set
out above are fulfilled or, if capable of waiver, waived or, where
appropriate, have been determined by Imerys UK 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 (a) is satisfied.
Imerys UK shall be under no obligation to waive or treat as fulfilled or
satisfied any of conditions (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.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and Imerys UK and holders of UCM Shares shall thereupon cease to be bound by
prior acceptances.

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

2. Certain further terms of the Offer

UCM Shares will be acquired by Imerys UK 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 I 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.

Imerys UK reserves the right to elect to implement the Offer by way
of a scheme of arrangement in accordance with section 425 et seq. of the Act.
In such event, such scheme will be implemented on substantially the same terms
(subject to appropriate amendments and additions), so far as applicable, as
those which would apply to the Offer.

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     Total number of UCM
undertaking to accept or procure             Shares in respect
acceptance of the Offer                               of which
                                            undertakings given
 
Rights & Issues Investment Trust PLC                 2,500,000
Discretionary Unit Fund Managers Ltd*                1,535,511
Progressive Value Management Limited                 1,000,000
 
Hughes R Esq                                           360,427
Hughes D M Mrs                                         528,263
Johnson W R Esq                                        941,120
Brundell J K Esq**                                     500,000
Dughan T G Esq                                       1,136,595
Dughan S M Mrs                                          11,070
Fisher I Esq                                            85,000
Fookes M Esq                                           423,100
Gordon J E Esq                                         103,500
 
Total irrevocable undertakings given                 9,124,586

* undertaking to use best endeavours to procure acceptance of the Offer

** undertaking to use all reasonable endeavours to procure acceptance of the
Offer

APPENDIX III

               Bases of calculations and sources of information

(A) The value placed by the Offer on the whole of the existing issued share
capital of UCM is based on the number of UCM Shares in issue as at 14 February
2007, being the last business day prior to this announcement, being
23,932,373.

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

(C) The market capitalisation of Imerys S.A. is based upon 63,381,864 shares,
being the number of existing issued shares of Imerys S.A. as at 31 January
2007 and a share price of €74.75 per share on 14 February 2007, being the last
business day prior to this announcement.

(D) The amount of the cash payment in respect of full acceptance of the Offer
is calculated based upon the number of UCM Shares in issue (as described
above) and assuming that as from the date of this announcement there will be
no further issue of UCM Shares to satisfy options exercisable under the UCM
Share Option Scheme (on the basis that all such options were granted with an
exercise price in excess of the Offer Price).

(E) Financial information in respect of UCM contained in this announcement
relating to the two years ended 31 December 2005 has been extracted or
derived, without material adjustment, from the 2005 annual report and accounts
of UCM and/or other public statements made by UCM.

(F) Financial information in respect of UCM contained in this announcement
relating to the six months ended 30 June 2006 has been extracted or derived,
without material adjustment, from the unaudited 2006 interim report and
accounts of UCM for the six months ended 30 June 2006 and/or other public
statements made by UCM.

(G) Financial information in respect of Imerys UK contained in this
announcement relating to the two years ended 31 December 2005 has been
extracted or derived, without material adjustment, from the 2005 accounts of
Imerys UK.

(H) Financial information in respect of Imerys S.A. contained in this
announcement relating to the two years ended 31 December 2006 has been
extracted or derived, without material adjustment, from the 2006 results
announcement of Imerys S.A. on 15 February 2007 and/or other public statements
made by Imerys S.A.

                                 APPENDIX IV

                                 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)
"Board"                   the board of directors of UCM
"business day"            a day on which banks are open for business
                          in London (excluding Saturdays, Sundays and
                          public holidays)
"City Code" or"Code"      the City Code on Takeovers and Mergers
"Closing Price"           the middle market price of a UCM 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
"Data Room"               collectively, the documents and other
                          information relating to the Company and its
                          subsidiaries made available to Imerys UK and
                          its advisers prior to the date of this
                          announcement
"Directors"               the directors of UCM at the date of this
                          announcement
"Disclosed"               has the meaning specified in paragraph (g)
                          of Appendix I to this announcement
"Ernst & Young"           Ernst & Young LLP
"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
"Imerys Group"            Imerys S.A. and its subsidiary undertakings
"Imerys S.A." or "Imerys" Imerys S.A., a société anonyme incorporated
                          in France with registered number 562008151
                          RCS PARIS
"Imerys UK"               Imerys UK Limited, a private company
                          incorporated in England and Wales with
                          registered number 3674799
"Listing Rules"           the rules and regulations made by the UK
                          Listing Authority and contained in the UK
                          Listing Authority publication of the same
                          name
"London Stock Exchange"   London Stock Exchange plc
"Magnesia Division"       the electrical grade magnesia business of
                          UCM Group
"Offer"                   the recommended cash offer to be made by
                          Imerys UK for the entire issued and to be
                          issued share capital of UCM on the terms and
                          subject to the conditions set out in the
                          Offer Document and the Form of Acceptance
                          including, where the context requires, any
                          subsequent revision, variation, extension or
                          renewal thereof
"Offer Document"          the formal document to be sent to UCM
                          Shareholders and, for information only, to
                          holders of options under the UCM Share
                          Option Scheme which will contain the full
                          terms and conditions of the Offer
"Offer Price"             85 pence per UCM Share
"Official List"           the Official List of the UK Listing
                          Authority
"Overseas Shareholders"   UCM Shareholders (or nominees of or
                          custodians or trustees for UCM Shareholders)
                          in, resident in or nationals or citizens of
                          jurisdictions outside the United Kingdom
"Panel"                   the Panel on Takeovers and Mergers
"Relevant Authority"      has the meaning specified in paragraph (d)
                          of Appendix I to this announcement
"Rothschild"              N M Rothschild & Sons Limited
"Takeover Regulations"    the Takeovers Directive (Interim
                          Implementation) Regulations 2006
"Transaction"             has the meaning specified in paragraph
                          (b)(i) of Appendix I to this announcement
"UCM" or "the Company"    UCM Group PLC, a public limited company
                          incorporated in England and Wales with
                          registered number 2720770
"UCM Group"               UCM and its subsidiaries and subsidiary
                          undertakings
"UCM Shareholder"         a holder of UCM Shares
"UCM Shares"              includes:
                          (i) the existing issued or unconditionally
                          allotted and fully paid (or credited as
                          fully paid) ordinary shares of 5 pence each
                          in the share capital of UCM; 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 Imerys UK 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
"UCM Share Options"       share options granted pursuant to the UCM
                          Share Option Scheme
"UCM Share Option Scheme" The UCM Group Executive Share Option Scheme
                          1994
"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
"United States"           the United States of America, its
                          territories and possessions, any state of
                          the United States of America and the
                          District of Columbia
"wider Imerys Group"      has the meaning specified in paragraph
                          (d)(iii) of Appendix I to this announcement
"wider UCM Group"         has the meaning specified in paragraph
                          (d)(iii) of Appendix I to this announcement
"Zirconia Division"       the fused zirconia division of UCM Group
For the purposes of this announcement, "parent undertaking", "subsidiary
undertaking", "associated undertaking" and "undertaking" have the meanings
given by the Act.

All times referred to are London time unless otherwise stated.