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Thursday 22 March, 2007

Imerys SA

Offer Update


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.                                        
                                                                               
22 March 2007    

RECOMMENDED CASH OFFER FOR UCM GROUP PLC                   
                                                                               
                                      BY                                       
                                                                               
                               IMERYS UK LIMITED                               
                                                                               
                      Offer Declared Wholly Unconditional 


On 15 February 2007, Imerys UK announced the terms of a recommended cash offer
to acquire the entire issued and to be issued share capital of UCM. The Offer
Document setting out the full terms of the Offer was posted to UCM Shareholders
on 22 February 2007.

Imerys UK is pleased to announce that all of the conditions of the Offer have
now been satisfied or (where applicable) waived and the Offer is today declared
unconditional in all respects.

 1. Level of acceptances
   
Imerys UK announces that by 1.00 pm on 22 March 2007, valid acceptances of the
Offer had been received in respect of a total of 21,354,919 UCM Shares,
representing approximately 89.2 per cent. of the issued share capital of UCM.
None of these acceptances were received from persons acting in concert with
Imerys UK. Each of these acceptances may be counted by Imerys UK towards the
satisfaction of the acceptance condition of the Offer.

On 22 February 2007, being the date of the posting of the offer document (the
"Offer Document") containing the Offer to UCM Shareholders and, for information
only, to holders of UCM Share Options under the UCM Share Option Scheme, Imerys
UK announced that it had received irrevocable undertakings to accept, or
procure or use all reasonable or best endeavours to procure the acceptance of,
the Offer in respect of a total of 11,188,954 UCM Shares, representing
approximately 46.8 per cent of UCM's issued share capital. To the best of
Imerys UK's knowledge, valid acceptances have been received in respect of
11,103,954 of those UCM Shares, representing approximately 46.4 per cent of
UCM's issued share capital. All of these acceptances are included in the total
number of valid acceptances referred to above.

In addition, 85,000 UCM Shares are still subject to an irrevocable undertaking
to accept, or to procure acceptance of, the Offer. This irrevocable undertaking
will continue to be binding unless and until the Offer closes.

 2. Other conditions
   
Imerys UK can confirm that all other conditions of the Offer have been
satisfied or (where applicable) waived, and accordingly Imerys UK further
confirms that the Offer has been declared unconditional in all respects as set
out in this announcement.

 3. Closing date of the Offer
   
The offer will remain open for acceptance until further notice.

 4. Settlement of consideration
   
Settlement of the consideration to accepting UCM Shareholders or their
designated agents will be effected:

 a. in the case of acceptances received complete in all respects on or before
    today's date, within 14 calendar days of today's date; or
   
 b. in the case of acceptances received complete in all respects after today's
    date, within 14 calendar days of the date of such receipt,
   
in each case as further described in the Offer Document.

 5. De-listing
   
As Imerys UK has acquired or agreed to acquire (including by virtue of valid
acceptances of the Offer) the required 75 per cent. of the voting rights
attaching to UCM Shares, Imerys UK is taking steps to procure the application
by UCM for the cancellation of the listing of UCM Shares on the Official List
and the cancellation of trading in UCM Shares on the London Stock Exchange's
market for listed securities. It is anticipated that cancellation of listing
and trading will take effect no earlier than 7.00 a.m. on 24 April 2007. Such
cancellation would significantly reduce the liquidity and marketability of any
UCM Shares that are not acquired by Imerys UK. It is further intended that,
following the respective cancellation of the listing of and trading in UCM
Shares 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.

 6. Compulsory acquisition
   
Imerys UK intends to invoke the provisions of Schedule 2 to the Takeover
Regulations to acquire compulsorily any UCM Shares in respect of which
acceptances have not been received and it is intended that notices under
Schedule 2 of the Takeover Regulations will be posted to non-accepting UCM
Shareholders in due course.

 7. Further Acceptances
   
UCM Shareholders who have not yet accepted the Offer and who hold UCM Shares in
certificated form are urged to complete, sign and return the Form of Acceptance
as soon as possible to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU. The procedure for acceptance of the
Offer is set out in paragraph 13 of Part II of the Offer Document and, in
respect of certificated UCM Shares, Part C of Appendix I to the Offer Document
and the Form of Acceptance that accompanied it.

UCM Shareholders who have not yet accepted the Offer and who hold UCM Shares in
uncertificated form are urged to make acceptance electronically through CREST
so that the TTE Instruction settles as soon as possible. If you hold UCM Shares
as a CREST sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE Instruction to
CRESTCo. The procedure for acceptance of the Offer is set out in paragraph 13
of Part II of the Offer Document and, in respect of uncertificated UCM Shares,
Part D of Appendix I to the Offer Document.

 8. Other
   
Terms defined in the Offer Document shall have the same meanings in this
announcement. The term "acting in concert" shall have the same meaning as in
the City Code.


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, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document. UCM Shareholders are advised to read carefully the formal
documentation in relation to the Offer that has been despatched which contains
the full terms and conditions of the Offer, including details of how the Offer
may be accepted.

The Offer has been made solely by the Offer Document and the Form of
Acceptance, which 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 no-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.