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Universal Salvage (UVS)

  Print      Mail a friend       Annual reports

Thursday 05 April, 2007

Universal Salvage

Recommended Cash Offer

Universal Salvage PLC
05 April 2007



Universal Salvage plc


5 April 2007


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.


5 April 2007


For immediate release


RECOMMENDED CASH OFFER BY COPART, INC FOR UNIVERSAL SALVAGE PLC


The boards of Copart, Inc ('Copart') and Universal Salvage plc ('Universal
Salvage') are pleased to announce that they have reached agreement on the terms
of a recommended cash offer by Copart (UK) Limited ('Copart (UK)'), a
wholly-owned subsidiary of Copart,  to acquire the entire issued and to be
issued share capital of Universal Salvage. The Offer is to be effected by means
of a scheme of arrangement under section 425 of the Companies Act, which
requires the approval of the Universal Salvage Shareholders and the sanction of
the Court.


The Offer values each Universal Salvage Share at 200 pence and values the whole
of the existing issued share capital of Universal Salvage at approximately £57.0
million.


The Offer represents a premium of approximately:


*      5.3 per cent. to the Universal Salvage share price on 1 February 2007, 
       the last Business Day prior to the commencement of the Initial Offer 
       Period;


*      6.4 per cent. to the Universal Salvage share price on 4 April 2007, the 
       last Business Day prior to the commencement of the Offer Period; and


*      16.2 per cent., 27.7 per cent. and 41.5 per cent. to the average 
       Universal Salvage share price over the one, three and six months periods 
       prior to 1 February 2007, respectively, the last Business Day prior to 
       the commencement of the Initial Offer Period.


The Board, which has been so advised by Panmure Gordon, considers the terms of
the Offer to be fair and reasonable. In providing advice to the Universal
Salvage Board, Panmure Gordon has taken into account the commercial assessments
of the Universal Salvage Board.


The Board considers that the Offer is in the best interests of Universal Salvage
Shareholders as a whole.  Accordingly the Board unanimously recommends that
Universal Salvage Shareholders vote in favour of the Scheme at the Court Meeting
and the EGM as they have irrevocably undertaken to do themselves with respect to
their own legal and/or beneficial holdings of 202,830 Universal Salvage Shares,
representing, as at the date of this announcement, in aggregate approximately
0.7 per cent. of the existing issued share capital of Universal Salvage.


If Universal Salvage Shareholders are in any doubt as to the action they should
take, they should seek their own financial advice from an independent financial
adviser.


In aggregate, Copart and Copart (UK) have received undertakings to vote in
favour of the Scheme and approve the resolution to be proposed at the EGM from
Universal Salvage Shareholders representing, as at the date of this
announcement, approximately 53.2 per cent. of the existing issued share capital
of Universal Salvage. Details of these undertakings are as follows:


*      The Universal Salvage Directors have given irrevocable undertakings to 
       Copart and Copart (UK), irrespective of whether any higher competing 
       offer is made, in respect of their entire holdings of Universal Salvage 
       Shares, amounting to in aggregate 202,830 Universal Salvage Shares, 
       representing in aggregate approximately 0.7 per cent. of Universal 
       Salvage's existing issued share capital;


*      Certain Universal Salvage shareholders have given irrevocable 
       undertakings to Copart and Copart (UK), irrespective of whether any 
       higher competing offer is made, in respect of their holdings of
       Universal Salvage Shares, amounting to in aggregate 7,622,352 Universal 
       Salvage Shares, representing in aggregate approximately 26.8 per cent. of
       Universal Salvage's existing issued share capital;


*      Certain institutional Universal Salvage Shareholders have given 
       irrevocable undertakings to Copart and Copart (UK) to vote in favour of 
       the Scheme representing approximately 19.5 per cent. of the existing 
       issued share capital of Universal Salvage. These undertakings will 
       terminate if an offer is announced by a third party before the Scheme 
       becomes effective, provided that the value of such third party's offer is
       at least 10 per cent. higher than the Offer Price; and


*      Certain institutional Universal Salvage Shareholders have given 
       irrevocable undertakings to Copart and Copart (UK) to vote in favour of 
       the Scheme representing approximately 6.2 per cent. of the existing 
       issued share capital of Universal Salvage. These undertakings will 
       terminate if an offer is announced by a third party before the Scheme 
       becomes effective, provided that the value of such third party's offer 
       price is higher than the Offer Price.


Commenting on the Offer, Jayson Adair, President of Copart, said:


'We are delighted to announce the recommended Offer for Universal Salvage today,
which will allow Copart to expand its operations into the UK and the combination
of both businesses will allow us to provide an improved service to our
customers.'


Commenting on the Offer, Alexander Foster, Chairman of Universal Salvage, said:


'We believe that this is an excellent outcome for our shareholders. During the
last three years, we have worked hard to turn the business around and the Offer
reflects the success of the management's efforts.'



Enquiries:

Copart
Jay Adair                                                   Tel: +1 707 639 5000

Investec Bank (Financial Adviser to Copart)
Gary Clarence
Tom Levin                                                Tel: +44 (0)20 597 5000

Universal Salvage
Avril Palmer-Baunack                                     Tel: +44 (0)1234 762283

Panmure Gordon (Financial Adviser and 
Broker to Universal Salvage)
Hugh Morgan
Rakesh Sharma                                            Tel: +44 (0)20 459 3600

Biddicks (PR Adviser to Universal Salvage)
Katie Tzouliadis                                         Tel: +44 (0)20 448 1000



This summary should be read in conjunction with the full text of the attached
announcement. The Offer will be subject to the conditions set out in Appendix I
to this announcement and the full conditions and further terms which will be set
out in the Scheme Document expected to be issued in due course.


Appendix II contains the sources and bases of information used in this
announcement.


Appendix III contains further details on the Implementation Agreement.


Appendix IV contains the definitions of certain expressions used in this
announcement.


Panmure Gordon, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Universal Salvage and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other than
Universal Salvage for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the matters described in this
announcement.


Investec, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Copart and Copart (UK) and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Copart and Copart (UK) for providing the protections afforded to
clients of Investec nor for providing advice in relation to the matters
described in this announcement.


Further Information on the Offer


The availability of the Offer to Universal Salvage Shareholders who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Universal Salvage Shareholders who are not resident in the United
Kingdom will need to inform themselves about and observe any applicable
requirements.


The Offer will be subject to the applicable rules and regulations of the UKLA,
the London Stock Exchange plc and the City Code.


Universal Salvage Shareholders should read any regulatory filings that may be
filed by Copart with the SEC, because any such filings will contain important
information. Investors may obtain copies of documents filed by Copart with the
SEC, at the SEC's website at http://www.sec.gov.


THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SECURITIES, OR THE SOLICITATION OF ANY VOTE OR APPROVAL, NOR
SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.


City Code


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Universal Salvage, 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') by such person must be
publicly disclosed by no later than 3.30 p.m. (London time) on the 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 Copart, Copart (UK) or Universal Salvage, 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 City Code, all 'dealings' in 'relevant securities' of Copart, Copart
(UK) or of Universal Salvage by Copart, Copart (UK) or Universal Salvage, or by
any of their respective 'associates', must be disclosed by no later than 12.00
noon (London time) on the 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 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 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 City 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.


Forward Looking Statements


Certain statements in this announcement regarding the proposed transaction
between Copart, Copart (UK) and Universal Salvage, the expected timetable for
completing the transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and
products and any other statements regarding Universal Salvage's or Copart's or
Copart (UK)'s future expectations, beliefs, goals or prospects constitute
forward-looking statements.  When used in this announcement, the words
'believe', 'anticipate', 'should', 'intend', 'plan', 'will', 'expects',
'estimates', 'projects', 'positioned', 'strategy', and similar expressions or
statements that are not historical facts, in each case as they relate to Copart,
Copart (UK) and Universal Salvage, the board of directors of either such company
or the proposed transaction, are intended to identify those expressions or
statements as forward-looking statements. By their nature, forward looking
statements involve risk and uncertainty and the factors described in the context
of such forward looking statements in this announcement could cause actual
results and developments to differ materially from those expressed in or implied
by such forward looking statements.





NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.



                                                                    5 April 2007



RECOMMENDED CASH OFFER BY COPART, INC FOR UNIVERSAL SALVAGE PLC


1.                     Introduction


The boards of Copart, Inc ('Copart') and Universal Salvage plc ('Universal
Salvage') are pleased to announce that they have reached agreement on the terms
of a recommended cash offer by Copart (UK) Limited ('Copart (UK)'), a
wholly-owned subsidiary of Copart, to acquire the entire issued and to be issued
share capital of Universal Salvage. The Offer is to be effected by means of a
scheme of arrangement under section 425 of the Companies Act which requires the
approval of the Universal Salvage Shareholders and the sanction of the Court.


2.                     Outline Terms and Conditions of the Offer


Under the Offer, which is subject to the conditions referred to in paragraph 7
and set out in Appendix I to this announcement and subject to the further terms
and conditions to be set out in the Scheme Document, Universal Salvage
Shareholders will receive for each Universal Salvage Share 200 pence in cash,
which represents a premium of approximately:


*      5.3 per cent. to the Universal Salvage share price on 1 February 2007, 
       the last Business Day prior to the commencement of the Initial Offer 
       Period;


*      6.4 per cent. to the Universal Salvage share price on 4 April 2007, the 
       last Business Day prior to the commencement of the Offer Period; and


*      16.2 per cent., 27.7 per cent. and 41.5 per cent. to the average 
       Universal Salvage share price over the one, three and six months periods 
       prior to 1 February 2007, respectively, the last Business Day prior to 
       the commencement of the Initial Offer Period.



The Offer values the whole of the existing issued share capital of Universal
Salvage at approximately £57.0 million.


3.                     Irrevocable undertakings to accept the Offer


In aggregate, Copart and Copart (UK) have received undertakings to vote in
favour of the Scheme (or accept the Takeover Offer, if the Offer is to be
implemented by way of a Takeover Offer) and approve the Special Resolution to be
proposed at the EGM from Universal Salvage Shareholders representing
approximately 53.2 per cent. of the existing issued share capital of Universal
Salvage. Details of these undertakings are as follows:


The Universal Salvage Directors have given irrevocable undertakings to Copart
and Copart (UK), irrespective of whether any higher competing offer is made, in
respect of their entire holdings of Universal Salvage Shares, amounting to in
aggregate 202,830 Universal Salvage Shares, representing in aggregate
approximately 0.7 per cent. of Universal Salvage's existing issued share
capital, to vote in favour of the Scheme (or to accept the Takeover Offer in the
event of the Offer being restructured as a Takeover Offer) and to approve the
Special Resolution as follows:



Universal Salvage Directors:                 Number of Universal Salvage Shares:
Alexander Foster                                                         140,500
Avril Palmer-Baunack                                                       9,000
Andrew Somerville                                                            Nil
Richard Mead                                                              16,680
Nigel Stead                                                                6,650
Nigel Terry                                                               30,000


In addition, certain Universal Salvage shareholders have given irrevocable
undertakings to Copart and Copart (UK), irrespective of whether any higher
competing offer is made, in respect of their holdings of Universal Salvage
Shares, amounting to in aggregate 7,622,352 Universal Salvage Shares,
representing in aggregate approximately 26.8 per cent. of Universal Salvage's
existing issued share capital, to vote in favour of the Scheme (or to accept the
Takeover Offer in the event of the Offer being restructured as a Takeover Offer)
and to approve the Special Resolution as follows:



Universal Salvage Shareholders:              Number of Universal Salvage Shares:
Stewart Bassett                                                        2,455,080
Jacqueline Sutton                                                      2,355,080
Clifford Sydney Bassett                                                2,812,192



In addition, Copart and Copart (UK) have received irrevocable undertakings to
vote in favour of the Scheme (or accept the Takeover Offer, if the Offer is to
be implemented by way of a Takeover Offer) and approve the Special Resolution
from certain institutional shareholders representing approximately 19.5 per
cent. of the existing issued share capital of Universal Salvage, as follows:



Institutional Shareholders:                  Number of Universal Salvage Shares:
Artemis Investment Management                                          3,924,010
Canada Life Assurance                                                  1,638,213



These undertakings will terminate if an offer is announced by a third party
before the Scheme becomes effective, provided that the value of such third
party's offer is a least 10 per cent. higher than the Offer Price.


In addition, Copart and Copart (UK) have received an irrevocable undertaking to
vote in favour of the Scheme (or accept the Takeover Offer, if the Offer is to
be implemented by way of a Takeover Offer) and approve the Special Resolution
from Impax Asset Management representing approximately 6.2 per cent. of the
existing issued share capital of Universal Salvage. This undertaking will
terminate if an offer is announced by a third party before the Scheme becomes
effective, provided that the value of such third party's offer is higher than
the Offer Price.


4.                     Background to and reasons for the Offer


Copart is a leading provider of salvage processing services in the United
States.  Its shares trade on the NASDAQ Market under the ticker symbol of CPRT
and as at 3 April 2007 had a market capitalisation of approximately US$2,541
million.


The board of Copart believes that the acquisition of Universal Salvage by Copart
will result in Universal Salvage gaining significant business advantages
including access to greater working capital, a superior operating model,
advanced technological resources and an experienced multi-facility management
team. The additional resources that would be available to Universal Salvage as
part of a larger international group will enable upgrades to physical facilities
and related equipment.


The board of Copart believes that the Enlarged Copart Group's management
information systems will offer unique benefits for facility operations, auction
methodology and interaction with both buyers and suppliers. For instance, Copart
auctions vehicles using a technology called Virtual Bidding Second Generation ('
VB2'). VB2 is a two-stage bidder process conducted entirely over the internet.
The board of Copart believes that this product has proved successful in
increasing the sale prices of salvage vehicles by increasing the number of
bidders participating in the auction process.


5.                  Background to and reasons for the recommendation of the
Offer


Universal Salvage has been a leading service provider to the UK motor insurance
and automotive industries for many years and floated on the Official List of the
London Stock Exchange plc in 1995. The Company has recently been nearing the end
of a three year turnaround plan. This follows a challenging few years for the
Company, during which a major contract was lost and the Company changed its
chief executive twice.


Following the appointment of Avril Palmer-Baunack as chief executive in 2005 the
Company has seen its fortunes revived. With the Company's finances stabilised
following the agreement of a new facilities agreement with its lending bank, the
management team led by Avril was able to focus initially on reducing the cost
base of the business and thereafter on new business opportunities. The Company
has won 5 new significant contracts for the supply of vehicles since June 2005.
The operational gearing effect of the new business wins coupled with the cost
reductions has led, in the financial year ended 29 April 2006, to the Universal
Salvage Group returning to profit for the first time since 2003.


Since late summer 2006, in the Directors' opinion, the Company has benefited
from benign market conditions and experienced good returns at its physical
auctions as well as the increasing use of on-line auctions by vehicle
purchasers. Prices at these auctions have held up well, helped by a shortage of
supply of vehicles during the summer of 2006, and the continued strong price of
scrap. These factors led to the Company increasing its profitability in the
first half of the current financial year. However, visibility of earnings
remains low principally owing to difficulties in predicting auction prices and
vehicle volumes.


The financial performance of Universal Salvage has historically depended greatly
on the extent to which a limited number of vehicle supply contracts have been
won and/or retained by the Universal Salvage Group. The UK supply of the type of
vehicles which Universal Salvage sources is highly concentrated as the insurance
market has continued to consolidate, with the top ten insurers now accounting
for approximately 85 per cent. of the motor insurance market. The contracts for
such supply are typically re-tendered every one to three years. These factors
mean that the opportunities for growth in the core insurance sector are limited.


In light of this, at the same time as rebuilding the Company's credibility
within its core insurance market, the Board has given due consideration to both
acquisitions and developing new income streams such as from accident management
services. However, the salvage market remains fragmented, with competitors
tending to be small companies with valuable land assets but no firm contracts,
making suitable acquisitions difficult for Universal Salvage. The ability of
Universal Salvage to develop such new income streams outside its traditional
marketplace and to execute an allied acquisition strategy is, the Board
believes, a key challenge for the Company, placing additional demands on the
financial resources of the Group and management. The Board believes that the
combination of Copart and Universal Salvage could help to lead to consolidation
in the salvage marketplace. In addition, the Board believe that the combination
will create a stronger offering in the wider number of markets in which the
Enlarged Copart Group will operate.


On 15 June 2006 the Board received an approach from Copart regarding a possible
offer for Universal Salvage for 120 pence in cash. Following discussions with
representatives of Copart, the indicative offer was increased to 130 pence in
cash. Further deliberations continued among the Board members, and after careful
consideration, the Board determined that Copart's potential offer of 130 pence
undervalued Universal Salvage and the Board unanimously rejected this proposal.


On 24 January 2007 the Board received a revised approach from Copart. On 2
February 2007, following movement in the Universal Salvage share price, the
Board announced that Universal Salvage had received a preliminary approach
regarding a potential offer for the Company at a price of 200 pence per ordinary
share in cash. As a result of this announcement Universal Salvage went into the
Initial Offer Period. Discussions between the boards of Universal Salvage and
Copart continued, but the parties were unable at that time to obtain the support
of a significant minority Universal Salvage shareholder group, such support
being a key pre-condition to any offer. Accordingly talks were terminated on 16
February 2007.


On 13 March 2007 the Board received a revised approach from Copart at a price of
200 pence per ordinary share in cash with a share alternative. Further
discussions continued and it was concluded that the share alternative was not an
appropriate alternative. The approach (with the exclusion of the share
alternative) subsequently received the support of the significant minority
Universal Salvage shareholder group resulting in the Offer being announced
today.  Since the announcement on 2 February 2007 that the Company had received
an approach, the Board has not received any alternative proposals and the Board
is not aware of any parties which are currently contemplating making a competing
offer.


The Offer represents a premium of approximately:


*         16.2 per cent. to the average closing price of 172.2 pence per 
          Universal Salvage Share over the one month period ended 1 February 
          2007, being the last Business Day prior to the Initial Offer Period; 
          and


*         27.7 per cent. to the average closing price of 156.6 pence per 
          Universal Salvage Share for the three months ended 1 February 2007, 
          being the last Business Day prior to the Initial Offer Period; and


*         41.5 per cent. to the average closing price of 141.4 pence per 
          Universal Salvage Share for the six months ended 1 February 2007, 
          being the last Business Day prior to the Initial Offer Period.



In addition the market price of Universal Salvage shares has increased by 35.0
per cent. in the period from the announcement of Universal Salvage's interim
results for the 26 weeks to 28 October 2006 on 4 December 2006 and 1 February
2007, being the last Business Day prior to the Initial Offer Period.


Taking all of the above factors into account, the Board unanimously recommends
that Universal Salvage Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution, as it is their firm belief that the terms of
the Offer are fair and reasonable and take proper account of Universal Salvage's
strengths and its prospects.


6.                  Financing the Offer


The Offer will be financed by cash.


Copart will also refinance the existing Universal Salvage indebtedness, which
was approximately £2.2 million as at 28 October 2006.


Copart believes that the Offer will not materially adversely affect its current
financial condition. The cash consideration will be financed from Copart's
existing cash resources.


Investec, financial adviser to Copart and Copart (UK), is satisfied that the
necessary financial resources are available to Copart and Copart (UK) to enable
it to satisfy the full acceptance of the Offer.



7.                  Structure of the Offer


Introduction


The Scheme involves an application by Universal Salvage to the Court to sanction
the Scheme and then to confirm the cancellation of the Scheme Shares, in
consideration for which Universal Salvage Shareholders on the register of
members at the Scheme Record Time will receive cash on the basis set out in
paragraph 2 above. The cancellation and the subsequent issue of New Universal
Salvage Shares to members of the Copart Group provided for in the Scheme will
result in Universal Salvage becoming a wholly-owned subsidiary company in the
Copart Group.


The Meetings


Before the Court's approval can be sought, the Scheme of Arrangement will
require approval by Universal Salvage Shareholders at a Court Meeting and the
passing of the Special Resolution by Universal Salvage Shareholders at the
Extraordinary General Meeting to implement the Scheme.


The Court Meeting will be held at the direction of the Court to seek the
approval of the Universal Salvage Shareholders to the Scheme. The approval
required at the Court Meeting is a majority in number of the Universal Salvage
Shareholders who vote, representing three fourths or more in value of the votes
cast, either in person or by proxy, at the Court Meeting.


In addition, an extraordinary general meeting will be held for the purpose of
considering and, if thought fit, passing a special resolution (which requires a
vote in favour of not less than 75 per cent. of the votes cast) to approve:


(A)       the Scheme;


(B)       the reduction of the Company's share capital equal to the nominal 
          value of the Universal Salvage Shares which are to be cancelled 
          pursuant to the Scheme and the subsequent issue of New Universal 
          Salvage Shares to Copart and/or Copart (UK) (or their nominee(s)) in 
          accordance with the Scheme;


(C)       the giving of authority to the Directors pursuant to section 80 of the
          Companies Act to allot securities in the Company;


(D)       a share capital reorganisation; and


(E)       amendments to Universal Salvage's Articles as described in paragraph 
          10 below.


Conditions to the Offer


The Conditions to the Offer are set out in Appendix I to this document.  As
currently structured, the Offer will be conditional, inter alia, upon:


(i)         the Scheme becoming effective by not later than 31 July 2007 or such
            later date as may be agreed in writing by Universal Salvage, Copart 
            and Copart (UK) (and, if appropriate, as the Court may approve) 
            failing which the Scheme will lapse;


(ii)        approval of the Scheme by a majority in number of the Universal 
            Salvage Shareholders representing three fourths or more in value of 
            the Universal Salvage Shares entitled to be present and voting, 
            either in person or by proxy, at the Court Meeting, or at any
            adjournment thereof;


(iii)       the Special Resolution being duly passed by the requisite majorities
            at the EGM, or at any adjournment thereof;


(iv)        the sanction of the Scheme with or without modification, on terms 
            acceptable to Universal Salvage, Copart and Copart (UK) and the 
            subsequent confirmation of the reduction of capital therein, and the
            delivery of an office copy of the Scheme Court Order and the minute 
            of such reduction attached thereto and being delivered for 
            registration to the Registrar of Companies by Universal Salvage and,
            being registered by the Registrar of Companies; and


(v)         those Conditions which are not otherwise identified above being 
            satisfied or waived.



Once the necessary approval from Universal Salvage Shareholders has been
obtained and the Special Resolution passed and the other Conditions have been
satisfied or (where applicable) waived, the Scheme and associated reduction of
capital will become effective following sanction by the Court and upon delivery
to and registration of the Scheme Court Order by the Registrar of Companies in
England and Wales.


Once effective, the Scheme will be binding on all Universal Salvage
Shareholders, including those who did not vote, or who voted against it, at the
Meetings or who could not be traced.


It is also proposed that, following the Effective Date, the admission of the
Universal Salvage Shares to the Official List and the admission of the Universal
Salvage Shares to trading on the London Stock Exchange's market for listed
securities will be cancelled and Universal Salvage will be re-registered as a
private company under the relevant provisions of the Companies Act.


8.                  Anticipated timetable


Universal Salvage anticipates that it will post the Scheme Document within the
next 28 days; that the Court Meeting and Extraordinary General Meeting will take
place during May 2007; and that, subject to the Scheme becoming unconditional
and effective, the Effective Date will occur by the end of June 2007.


9.                  Management and employees


Copart has confirmed that, on the Scheme becoming effective, it intends to
safeguard the existing contractual and statutory employment rights, including
pension rights, of all the employees of Universal Salvage.


Upon the Scheme becoming effective, the Non-Executive Directors have undertaken
to resign from the Board.


10.                  Universal Salvage Share Option Schemes


The terms of the Scheme, if approved by Universal Salvage Shareholders and
sanctioned by the Court, will bind all Universal Salvage Shareholders at the
Scheme Record Time.


It is proposed to amend the Universal Salvage Articles at the EGM to provide
that, if the Scheme becomes effective, any Universal Salvage Shares issued after
the Scheme Record Time will automatically after the Scheme becomes effective
(and immediately following issue) be transferred to a member of the Copart Group
in consideration of payment of the Cash Consideration for each Universal Salvage
Share so transferred. Consequently, participants in the Universal Salvage Share
Option Schemes who would, but for the proposed amendment to the Universal
Salvage Articles, receive Universal Salvage Shares on the exercise of share
options or awards after the Scheme Record Time will instead receive Cash
Consideration in the same manner as Universal Salvage Shareholders who receive
the Cash Consideration under the Scheme.


Further details of these proposals will be set out in the letters to the
participants in the Universal Salvage Share Option Schemes.


11.                  Information on Copart


Copart is a leading provider of salvage vehicle sales services in the United
States. It was incorporated as a California corporation in 1982 and became
listed on the NASDAQ market in 1994.


Copart provides vehicle suppliers, primarily insurance companies, with a full
range of services to process and sell salvage vehicles over the Internet through
its VB2 Internet auction-style sales technology.


Copart principally sells to licensed vehicle dismantlers, rebuilders, repair
licensees, used vehicle dealers and exporters. Salvage vehicles are either
damaged vehicles deemed a total loss for insurance or business purposes or are
recovered stolen vehicles for which an insurance settlement with the vehicle
owner has already been made. Copart offers vehicle suppliers a full range of
services that expedite each stage of the salvage vehicle sales process and
minimize administrative and processing costs. Copart generates revenues
primarily from fees paid by vehicle suppliers and vehicle buyers as well as
related fees for services such as towing and storage.


Copart has grown its salvage vehicle sales business through a combination of
acquisitions and the development of new facilities and also by increasing its
buyer base and implementing additional value-added services for both buyers and
suppliers. Copart currently operates 124 salvage yards in the United States and
Canada.


For the financial year ended 31 July 2006, Copart's revenues were approximately
$528.6 million (approximately £267.1 million), its net income was approximately
$96.9 million (approximately £49.0 million) and its income from continuing
operations was approximately $112.7 million (approximately £56.9 million).


For the three months ended 31 October 2006, Copart's revenues were approximately
$132.1 million (approximately £66.8 million) and its net income was
approximately $30.3 million (approximately £15.3 million).


For the three months ended 31 January 2007, Copart's revenues were approximately
$128.9 million (approximately £65.1 million) and its net income was
approximately $30.3 million (approximately £15.3 million).


The board of Copart believe that Copart offers one of the highest levels of
service in the salvage vehicle sales and auction industry and has established a
leading market position in North America by:


*      providing coverage that facilitates supplier access to buyers around the 
       world, reducing towing and third-party storage expenses, offering a local
       presence for vehicle inspection stations, and providing prompt response 
       to catastrophes and natural disasters by specially-trained teams;


*      providing a comprehensive range of customer services that include 
       merchandising services, efficient title processing, timely pick-up and 
       delivery of vehicles and Internet sales;


*      establishing and efficiently integrating new facilities and acquisitions;


*      increasing the number of bidders that can participate at each sale 
       through the ease and convenience of Internet bidding;


*      applying technology to enhance operating efficiency through Internet 
       bidding, web-based order processing, salvage value quotes, electronic 
       communication with buyers and sellers, vehicle imaging and an electronic 
       used vehicle parts locator service; and


*      providing the venue for insurance customers through its virtual insured 
       exchange product to enter a vehicle into a live virtual sale to establish
       its true value, thereby allowing the insurance customer to avoid dealing 
       with estimated values when negotiating with owners who wish to retain
       their damaged vehicles.



As of 31 July 2006, Copart had 2,133 full-time employees, of whom 282 were
engaged in general and administrative functions and 1,851 were engaged in yard
operations. Copart is not currently subject to any collective bargaining
agreements.


Copart's growth strategy is to increase its revenues, operating profit and
market share in the vehicle sales industry by, among other things (i) acquiring
and developing new salvage vehicle storage facilities in key markets, (ii)
pursuing national and regional vehicle supply agreements in the US, (iii)
expanding its service offerings to suppliers and buyers and (iv) expanding the
application of VB2 into new markets.


Further information on Copart's business can be found in Copart's annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, other
filings with the SEC, and any amendments thereto, which are available on the
Copart website at www.Copart.com and on the EDGAR service (Filings and Forms) at
www.sec.gov under the name Copart, Inc.


12.                  Information on Universal Salvage


Universal Salvage is a leading vehicle service provider to the United Kingdom
motor insurance and automotive industries.  Universal Salvage's main trading
subsidiary, Userve Limited, was formed in 1968.  Universal Salvage was formed in
1979 and its shares were admitted to trading on the Official List of the London
Stock Exchange plc in 1995. The Directors believe that it is now one of the
largest salvage services companies in Europe.


The Company manages the collection and disposal of vehicles for a broad range of
clients. The Group handles a wide range of vehicles, including accident-damaged
cars, commercial vehicles, motor cycles, and low-value vehicles sold on a fee
basis, end-of-life vehicles, and abandoned and tax default vehicles. It sells
most of these vehicles at auctions (in-door, out-door and on the internet) and
recycles the remaining vehicles through its authorised recycling facilities.


Universal Salvage's clients include motor insurers, major car retailers, motor
manufacturers, local and public authorities, individuals, and fleet
intermediaries and operators. The Group operates in three business segments:
salvage vehicles, sourced from insurance companies, accident management
companies, fleet operators, and motor manufacturers; non-salvage fee based
vehicles, sourced from dealerships, finance houses, and other vehicle retailers;
and End of Life vehicles, sourced from local and public authorities and members
of the public.


The Company has branches nationwide and 340 employees. It also offers:


*      a fleet of over 100 transporters and recovery vehicles;


*      130 acres of secure storage facilities;.


*      the UK industry's most sophisticated IT infrastructure, in the opinion of
       the Directors;


*      a dedicated in-house contact centre; and


*      sites fully compliant to Annex 1 of European End of Life Directive.


For the 52 weeks to 29 April 2006, Universal Salvage reported revenue of £56.4
million (2005: £49.7 million), profit before taxation of £0.2 million (2005:
£1.1 million loss) and operating profit of £0.7 million (2005: £0.1 million
loss).


For the 26 weeks to 28 October 2006, Universal Salvage reported revenue of £32.6
million (2005: 25.4 million), profit before taxation of £0.9 million (2005: £0.7
million loss) and operating profit of £1.2 million (2005: £0.5 million loss).


The Scheme Document to be posted to Universal Salvage Shareholders in due course
will contain a profit forecast for the financial year ending 28 April 2007.


13.                  Interests in Universal Salvage Shares


Save for the irrevocable undertakings referred to in paragraph 3 above, neither
Copart (UK) nor Copart nor any of their directors nor, so far as the directors
of Copart (UK) or Copart are aware, any person acting in concert with Copart
(UK) or Copart for the purposes of the Offer, owns or controls or holds any
option to purchase, or has any arrangement in relation to Universal Salvage
Shares or securities convertible or exchangeable into Universal Salvage Shares
or options (including traded options) in respect of, or has entered into any
derivative referenced to, any such shares.  For these purposes, 'arrangement'
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Universal Salvage Shares
which may be an inducement to deal or refrain from dealing in such shares.


14.                  Implementation Agreement


Copart and Universal Salvage have entered into an implementation agreement
regarding the implementation of the Scheme (or, if applicable, a Takeover Offer)
and the conduct of the business of Universal Salvage in the period from the date
of this announcement up to the Effective Date (or, if applicable, the date on
which the Offer becomes or is declared unconditional in all respects).


Further details of the Implementation Agreement are set out in Appendix III.


15.                  Overseas Shareholders


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


16.                  Inducement Fee


As a pre-condition of the Offer being announced and formally made by Copart and
Copart (UK) Universal Salvage has agreed to pay to Copart a fee of an amount
equal to 1 per cent. of the value of the Offer (inclusive of VAT, except to the
extent such VAT is recoverable by the Company) in the event of a competing offer
being received from a third party and such competing offer becoming or being
declared unconditional in all respects or otherwise completing in accordance
with its terms.


17.                  Recommendation


The Board, which has been so advised by Panmure Gordon, considers the terms of
the Offer to be fair and reasonable. In providing advice to the Universal
Salvage Board, Panmure Gordon has taken into account the commercial assessments
of the Universal Salvage Board.


The Board considers that the Offer is in the best interests of the Universal
Salvage Shareholders as a whole.  Accordingly the Board unanimously recommends
that Universal Salvage Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution at the EGM as they have irrevocably
undertaken to do themselves with respect to their own legal and/or beneficial
holdings of 202,830 Universal Salvage Shares, representing, as at the date of
this announcement, in aggregate approximately 0.7 per cent. of the existing
issued share capital of Universal Salvage.


18.                  General


The acquisition of Universal Salvage may be made by one or more new companies in
addition to Copart, or in substitution for Copart (UK) at Copart's sole
discretion. Details of any such companies will be included in the Scheme
Document.  References to Copart (UK) in this announcement should be construed
accordingly.


The Scheme Document and proxy forms for the Meetings, will be sent to Universal
Salvage Shareholders in due course.


Copart reserves the right to elect to implement the Offer by making a Takeover
Offer for the entire issued and to be issued share capital of Universal Salvage.


Enquiries:

Copart
Jay Adair                                                   Tel: +1 707 639 5000

Investec Bank (Financial Adviser to Copart)
Gary Clarence
Tom Levin                                                Tel: +44 (0)20 597 5000

Universal Salvage
Avril Palmer-Baunack                                     Tel: +44 (0)1234 762283

Panmure Gordon (Financial Adviser and 
Broker to Universal Salvage)
Hugh Morgan
Rakesh Sharma                                            Tel: +44 (0)20 459 3600

Biddicks (PR Adviser to Universal Salvage)
Katie Tzouliadis                                         Tel: +44 (0)20 448 1000



The Offer will be subject to the conditions set out in Appendix I to this
announcement and the full conditions and further terms which will be set out in
the Scheme Document expected to be issued in due course.


Appendix II contains the sources and bases of information used in this
announcement.


Appendix III contains further details on the Implementation Agreement.


Appendix IV contains the definitions of certain expressions used in this
announcement.


Panmure Gordon, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Universal Salvage and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other than
Universal Salvage for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the matters described in this
announcement.


Investec, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Copart and Copart (UK) and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Copart and Copart (UK) for providing the protections afforded to
clients of Investec Bank nor for providing advice in relation to the matters
described in this announcement.


Further Information on the Offer


The availability of the Offer to Universal Salvage Shareholders who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Universal Salvage Shareholders who are not resident in the United
Kingdom will need to inform themselves about and observe any applicable
requirements.


The Offer will be subject to the applicable rules and regulations of the UKLA,
the London Stock Exchange plc and the City Code.


Universal Salvage Shareholders should read any regulatory filings that may be
filed by Copart with the SEC, because any such filings will contain important
information. Investors may obtain copies of documents filed by Copart with the
SEC, at the SEC's website at http://www.sec.gov.

THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SECURITIES, OR THE SOLICITATION OF ANY VOTE OR APPROVAL, NOR
SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.


City Code


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Universal Salvage, 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. (London time) on the Business Day following
the date of the relevant transaction.  This requirement will continue until the
date on which the Offer becomes, or are 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 Copart, Copart (UK) or Universal Salvage, 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 City Code, all 'dealings' in 'relevant securities' of Copart, Copart
(UK) or of Universal Salvage by Copart, Copart (UK) or Universal Salvage, or by
any of their respective 'associates', must be disclosed by no later than 12.00
noon (London time) on the 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 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 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 City 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.


Forward Looking Statements


Certain statements in this announcement regarding the proposed transaction
between Copart, Copart (UK) and Universal Salvage, the expected timetable for
completing the transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and
products and any other statements regarding Universal Salvage's or Copart's or
Copart (UK)'s future expectations, beliefs, goals or prospects constitute
forward-looking statements.  When used in this announcement, the words
'believe', 'anticipate', 'should', 'intend', 'plan', 'will', 'expects',
'estimates', 'projects', 'positioned', 'strategy', and similar expressions or
statements that are not historical facts, in each case as they relate to Copart,
Copart (UK) and Universal Salvage, the board of directors of either such company
or the proposed transaction, are intended to identify those expressions or
statements as forward-looking statements. By their nature, forward looking
statements involve risk and uncertainty and the factors described in the context
of such forward looking statements in this announcement could cause actual
results and developments to differ materially from those expressed in or implied
by such forward looking statements.


Appendix I

Conditions and Further Terms of the Offer

1.                     Conditions of the Offer

The Offer will be subject to the conditions set out herein and to the further
terms and conditions to be set out in the Scheme Document.

1.1  The Offer, if it is implemented by way of the Scheme, will be conditional
upon the Scheme becoming unconditional and effective, subject to the City Code,
by not later than 31 July 2007 or such later date as Copart, Copart (UK),
Universal Salvage and the Court may agree in writing.

Subject to the requirements of the Panel, implementation of the Scheme will be
conditional upon the following matters and accordingly the necessary action to
make the Scheme effective will not be taken unless the following conditions are
satisfied or waived by Copart at or prior to the Scheme Court Hearing Date:

(a)              approval by a majority in number representing three fourths or
more in value of the holders of Scheme Shares, present and voting, either in
person or by proxy, at the Court Meeting;

(b)            any resolution required to implement the Scheme, amend the
Universal Salvage Articles, to be set out in the notice of Extraordinary General
Meeting, being passed at the Extraordinary General Meeting; and

(c)         the sanction of the Scheme with or without modification, on terms
acceptable to Universal Salvage, Copart and Copart (UK) and the subsequent
confirmation of the reduction of capital therein, and the delivery of an office
copy of the Scheme Court Order and the minute of such reduction attached thereto
and being delivered for registration to the Registrar of Companies by Universal
Salvage and, being registered by the Registrar of Companies.


1.2  Universal Salvage and Copart have agreed that, subject as stated in
paragraph 1.3 below, the Offer is also conditional upon the following matters in
this paragraph 1.2 and, accordingly, the necessary action to make the Scheme
effective will not be taken unless the following conditions are satisfied or
waived, as referred to below at or prior to the Scheme being sanctioned by the
Court:


(a)               save as disclosed in the announcement of its interim
results for the six months ended 28 October 2006 or Universal Salvage's report
and accounts for the year ended 29 April 2006, or as publicly announced by
Universal Salvage by the delivery of an announcement to a Regulatory Information
Service prior to the date of this announcement, or as contained or set out in
the documents made available to Copart in the data room maintained at Hammonds,
7 Devonshire Square, Cutlers Gardens, London EC2M 4YH from 26 March 2007 to 3
April 2007, or as fairly disclosed in writing by Universal Salvage to Copart
prior to the date of this announcement (such public announcements, disclosures
or information being referred to in these terms and conditions as being 
'revealed'), there being no provision of any agreement, authorisation,
arrangement, franchise, consent, lease, licence, permit or other instrument to
which any member of the Universal Salvage 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, which
as a result of the Offer or because of a change in the control or management of
any member of the Universal Salvage Group or otherwise, is or is reasonably
likely to result (in any case to an extent which is materially adverse in the
context of the Universal Salvage Group taken as a whole) in:

(i)      any monies borrowed by, or any other indebtedness, actual or 
         contingent, of or any grant available to, any such member being or 
         becoming repayable or capable of being declared repayable immediately 
         or earlier than its stated maturity date, or the ability of any such 
         member to borrow monies or incur any indebtedness being withdrawn, 
         prohibited or inhibited or becoming capable of being withdrawn, 
         prohibited or inhibited;

(ii)     any such agreement, authorisation, arrangement, franchise, consent, 
         licence, permit or instrument or the rights, liabilities, obligations 
         or interests of any such member thereunder being or becoming capable of
         being terminated or adversely modified or affected or any onerous 
         obligation arising or any materially adverse action being taken or 
         arising or any obligation or liability arising thereunder;

(iii)    the rights, liabilities, obligations, interests or business of any such
         member in or with any other person, firm, company or body (or any 
         arrangements or agreements relating to such rights, liabilities, 
         obligations, interests or business) being terminated, modified or 
         adversely affected;

(iv)     any material assets or interests of, or any asset the use of which is 
         enjoyed by, any such member being or falling to be disposed of or 
         charged or ceasing to be available to any such member 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 such 
         member otherwise than in the ordinary course of business;

(v)      the creation of any mortgage, charge or other security interest over 
         the whole or any part of the business, property or assets of any such 
         member or any such mortgage, charge or security (whenever created, 
         arising or having arisen) becoming enforceable or being enforced;

(vi)     the value of the financial or trading position of any member of the 
         Universal Salvage Group being materially prejudiced or adversely 
         affected;

(vii)    any liability of any member of the Universal Salvage Group to make any 
         severance, termination, bonus or other payment of any of its officers 
         or other senior executives; or


(viii)   any such member ceasing to be able to carry on business under any name 
         under which it presently does.


(b)          no government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental,
administrative or investigative body or authority (including, without
limitation, any national anti-trust or merger control authority), court, trade
agency, professional body, association, institution or any other body or person
whatsoever in any jurisdiction (each a 'Third Party' and all collectively 'Third
Parties') having instituted, implemented or threatened (in writing and addressed
to a member of the Universal Salvage Group), or having decided to institute,
implement or threaten  (in writing and addressed to a member of the Universal
Salvage Group), any action, proceeding, suit, investigation, enquiry or
reference or having made, proposed or enacted any statute, regulation, order or
decision or taken any steps which is reasonably likely to (in any case to an
extent which is materially adverse in the context of the Universal Salvage Group
taken as a whole), as the case may be:


(i)       make the Offer or its implementation or the change of control of 
          Universal Salvage void, illegal and/or unenforceable under the laws of
          any relevant jurisdiction, or otherwise, directly or indirectly, 
          restrain, restrict, prohibit, challenge, frustrate, delay or interfere
          with the same, or impose additional material conditions or obligations
          with respect thereto, or otherwise require material amendment to the 
          terms of the Offer (including, without limitation, taking any steps 
          which would result in Copart being required to dispose of all or
          some of its Universal Salvage Shares or restrict the ability of Copart
          to exercise voting rights in respect of some or all of such Universal 
          Salvage Shares);


(ii)      require, prevent or delay the divestiture, or alter the terms 
          envisaged for any proposed divestiture, by Copart or by any member of 
          the Universal Salvage Group of all or any material portion of their 
          respective businesses, assets or properties or impose any limitation 
          on the ability of any of them to conduct their respective businesses 
          (or any part thereof) or to own any of their respective assets or 
          property (or any part thereof) to an extent which is material to 
          Copart or in the context of the Universal Salvage Group taken as a 
          whole, respectively;


(iii)     impose any limitation on, or result in a delay in, the ability of 
          Copart or any member of the Universal Salvage Group directly or 
          indirectly to acquire or hold or exercise effectively, directly or 
          indirectly, all or any rights of ownership in respect of shares or 
          other securities (or the equivalent) in any member of the Universal 
          Salvage Group or to exercise management control over any such member;


(iv)      otherwise adversely affect in any material respect any or all of the 
          businesses, assets, profits financial or trading position of or 
          prospects of any member of the Universal Salvage Group;


(v)       result in any member of the Universal Salvage Group ceasing to be able
          to carry on business or impose any limitation on the ability of Copart
          or any member of the Universal Salvage Group to integrate or 
          co-ordinate its business, or any part of it, with the business of any 
          member of he Universal Salvage Group or Copart;


(vi)      save pursuant to the Offer, require Copart or any member of the 
          Universal Salvage Group to offer to acquire any shares or other 
          securities (or the equivalent) in any member of the Universal Salvage
          Group owned by any Third Party;


and all applicable waiting and other time periods during which any such third
party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;


(c)         all material authorisations, orders, recognitions, grants,
determinations, consents, licences, confirmations, clearances, certificates,
permissions and approvals (each an 'Authorisation') which are necessary or
considered appropriate by Copart (Copart acting reasonably in considering
whether any such Authorisation is appropriate) in any relevant jurisdiction for
or in respect of the Offer (including, without limitation, its implementation)
or the carrying on by any member of the Universal Salvage Group of its business
having been obtained, in terms and in a form reasonably satisfactory to Copart
for all appropriate third parties or from any persons or bodies with whom any
member of the Universal Salvage Group has entered into contractual arrangements,
in each case where the absence of such Authorisation from such a person might
have a material adverse effect on the Universal Salvage Group taken as a whole
and all such Authorisations remaining in full force and effect and there being
no notice or intimation of any intention to revoke, withdraw, withhold, suspend,
restrict, modify, amend or not to renew any of the same;


(d)           save as revealed:


(i)           (save as between Universal Salvage and wholly-owned subsidiaries 
              of Universal Salvage, or for options granted or the RBS Warrant, 
              or on the exercise of rights to subscribe for Universal Salvage 
              Shares pursuant to the exercise of options granted or the exercise
              of rights under the Universal Salvage Share Option Schemes on or 
              prior to the date hereof or for the issue of any Universal Salvage
              Shares pursuant to the Scheme), issued, agreed to issue, 
              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, purchased or reduced or 
              announced any proposal to redeem, purchase or reduce any part of 
              its share capital;


(ii)          recommended, declared, paid or made or proposed to recommend, 
              declare, pay or make any bonus, dividend or other distribution 
              whether payable in cash or otherwise other than to Universal 
              Salvage or wholly-owned subsidiaries of Universal Salvage;


(iii)         (save for transactions between Universal Salvage and wholly-owned 
              subsidiaries of Universal Salvage) merged with or demerged any 
              body corporate or acquired or disposed of or transferred, 
              mortgaged or charged or created any security interest over any 
              assets or any rights, title or interest in any asset (including 
              shares and trade investments), or authorised or proposed or 
              announced any intention to propose any merger, demerger,
              acquisition, disposal, transfer, mortgage, charge or the creation 
              of any security interest over the same (other than in the ordinary
              course of business);


(iv)          (save as between Universal Salvage and wholly-owned subsidiaries 
              of Universal Salvage) made, authorised or proposed, or announced 
              an intention to propose, any change in its share or loan capital 
              including the purchase of any of its own shares;


(v)           issued, authorised or proposed the issue of or made any change in 
              or to any debentures or incurred or increased any indebtedness or 
              become subject to a liability (actual or contingent) which in any 
              case is outside the ordinary course of business and material in
              the context of the Universal Salvage Group taken as a whole;


(iv)          entered into, implemented, effected, varied, authorised or 
              proposed or announced its intention to enter into or vary any 
              contract, reconstruction, amalgamation, scheme, commitment, 
              merger, demerger or other transaction or arrangement or waived or 
              compromised any claim in respect of itself or another member of 
              the Universal Salvage Group, in each case otherwise than in the 
              ordinary course of business, which in any case is material in
              the context of the Universal Salvage Group taken as a whole;


(vii)         terminated or varied the terms of any agreement or arrangement 
              between any member of the Universal Salvage Group and any other 
              person in a manner which is reasonably likely to have a material 
              adverse effect on the financial position of the Universal Salvage 
              Group taken as a whole;


(viii)        proposed, agreed to provide or modified the terms of any share 
              option scheme, incentive scheme or other benefit relating to the 
              employment or termination of employment of any person employed by 
              the Universal Salvage Group which, taken as a whole, are material 
              in the context of the Universal Salvage Group taken as a whole;


(ix)          entered into, varied, or authorised any agreement, transaction, 
              arrangement or commitment (whether in respect of capital 
              expenditure or otherwise) which:


     (A)    differs to any extent material in the context of the particular 
            agreement, transaction, arrangement or commitment from the terms set
            out in draft agreements or revealed heads of agreement relevant to 
            such agreement, transaction, arrangement or commitment; or


     (B)    is other than in the ordinary course of business.


       and which in any such case is material in the context of the Universal 
       Salvage Group taken as a whole;


(x)           entered into or changed the terms of any contract, agreement or 
              arrangement with any director or senior executives of any member 
              of the Universal Salvage Group which is (or in a market which is) 
              material in the context of the whole of the Universal Salvage 
              Group taken as a whole;


(xi)          taken or proposed any corporate action or had any legal 
              proceedings instituted or threatened against it in writing or 
              petition presented or order made for its winding-up (voluntarily 
              or otherwise), dissolution or reorganisation or for the 
              appointment of a receiver, trustee, administrator, administrative 
              receiver or similar officer of all or any material part of its 
              assets and revenues or any analogous or equivalent steps or
              proceedings in or under the laws of any jurisdiction having 
              occurred or there having been appointed any analogous person in 
              any jurisdiction which in any case is material in the context of 
              the Universal Salvage Group taken as a whole;


(xii)         been unable, or admitted in writing that it is unable, to pay its 
              debts generally or commenced negotiations with one or more of its 
              creditors with a view to rescheduling or restructuring any of its 
              indebtedness 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 in 
              any case which is or would be material in the context of the 
              Universal Salvage Group taken as a whole;


(xiii)        made any material alteration to its memorandum or articles of 
              association or other incorporation documents (other than pursuant 
              to the Scheme);


(xiv)         entered into any agreement, contract, commitment or arrangement 
              which consents to or results in the restriction of the scope of 
              the business of any member of the Universal Salvage Group and 
              which, in any such case, is material in the context of the 
              Universal Salvage Group;


(xv)          made or agreed or consented to any significant change to the terms
              of the trust deeds constituting pension schemes established for 
              its directors and/or employees 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 corporation which would be material in the context of the 
              Universal Salvage Group taken as a whole;


(xvi)         entered into any agreement, commitment or arrangement or passed 
              any resolution or made any offer (which remains open for 
              acceptance) to enter into any agreement, commitment or arrangement
              or proposed or announced any intention with respect to any of the
              transactions, matters or events referred to in this condition (c);


(e)         save as revealed and to the extent material in any case in the
context of the Universal Salvage Group taken as a whole:


(i)           no material or adverse change or deterioration having occurred in 
              the business, assets, financial or trading position or profits or 
              prospects of any member of the Universal Salvage Group taken as a 
              whole;


(ii)          no claim being made, and no circumstance having arisen which is 
              likely to lead to a claim being made, under the insurance of any 
              member of the Universal Salvage Group which is or might have a
              material adverse effect on the Universal Salvage Group;


(iii)         no litigation, arbitration proceedings, prosecution or other legal
              or regulatory proceedings or investigation having been instituted,
              announced, implemented or threatened in writing by or against or 
              remaining outstanding against any member of the Universal Salvage 
              Group or to which any member of the Universal Salvage Group is or 
              is likely to become a party (whether as plaintiff, defendant or 
              otherwise);


(iv)          no contingent or other liability of any member of the Universal 
              Salvage Group having arisen or become apparent or increased which 
              in any such case is or might reasonably be expected materially or 
              adversely to affect any member of the Universal Salvage Group;


(v)           (other than as a result of the Offer) no enquiry or investigation 
              by, or complaint or reference to, any Third Party having been 
              threatened in writing, announced, implemented, instituted by or
              against or remaining outstanding against or in respect of any 
              member of the Universal Salvage Group which in any such case is or
              might be material and adverse in the context of the Universal
              Salvage Group taken as a whole;



(f)                   except as fairly disclosed in writing by Universal Salvage
to Copart in each case prior to the date of this announcement Copart not having
discovered that any financial or business or other information publicly
announced at any time by or on behalf of any member of the Universal Salvage
Group is misleading or contains a misrepresentation of any fact or omits to
state a fact necessary to make the information contained therein not misleading
(and which was not subsequently corrected before the date of this announcement
by disclosure either publicly or otherwise fairly in writing to Copart) in each
case to an extent that the effect of the inaccuracy or misrepresentation of fact
or omission is material in the context of the Offer;


(g)                  except as revealed or fairly disclosed in writing by
Universal Salvage to Copart in each case prior to the date of this announcement
and to the extent material in any case in the context of the Universal Salvage
Group taken as a whole:


(i)       any past or present member of the Universal Salvage Group has not 
          received any notice from a Third Party to the effect that it has not 
          complied with all applicable legislation or regulations of any 
          applicable jurisdiction, all obligations in permits with regard to, 
          and all contractual provisions relating to, the protection of the 
          environment including relating to the storage, carriage, disposal, 
          discharge, spillage or leak of waste or disposal or emission of any
          hazardous substance or any substance likely to impair the environment 
          or harm human health which non-compliance would be likely to give rise
          to any material liability or cost (whether actual or contingent) on 
          the part of any member of the Universal Salvage Group or Copart;


(ii)      any past or present member of the Universal Salvage Group has not 
          received any notice from a Third Party that there is or is likely to 
          be any obligation or liability (whether actual or contingent) to make 
          good, repair, reinstate or clean up any property now or previously 
          owned, occupied, operated or made use of or controlled by any past or 
          present member of the Universal Salvage Group under any environmental 
          legislation, regulation, notice or circular or under any Third Party 
          in any jurisdiction and which is material in the context of the 
          Universal Salvage Group taken as a whole.




1.3         Other terms of the Offer


Copart will reserve the right to waive, in whole or in part, all or any of the
above conditions except condition 1.1. Subject to the requirements of the Panel,
the Scheme will not become effective and the Offer will not be completed unless
the conditions set out above are fulfilled or satisfied or (if capable of
waiver) waived by Copart or, where appropriate, have been determined by Copart
in its reasonable opinion to be or to remain satisfied by the Scheme Court
Hearing Date or such date as Universal Salvage and Copart may agree and the
Court may approve.


Each of conditions 1.2 (a) to (g) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.


Copart shall be under no obligation to waive or treat as fulfilled any of
conditions 1.1 (a) to (i) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.

If Copart is required by the Panel to make an offer for Universal Salvage Shares
under the provisions of Rule 9 of the Code, Copart may make such alterations to
the conditions as are necessary to comply with the provisions of that Rule,
including (without limitation) an acceptance condition of more than 50 per cent.
of the Universal Salvage Shares to which the Takeover Offer relates.

If Copart elects to implement the Offer by making a Takeover Offer for Universal
Salvage instead of or in substitution for the Scheme, Copart may, with the
consent of the Panel, make such alterations to the conditions as are necessary
to comply with the provisions of the Code.

The Offer and the Scheme will be governed by English law. The City Code applies 
to the Offer.

2.                     Certain further terms of the Offer

(a) Universal Salvage Shares will be acquired by Copart and/or Copart (UK) 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.

(b) The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in paragraphs 1.1 and 1.2 of this Appendix I and
those terms which will be set out in the Scheme Document and such further terms
as may be required to comply with the Listing Rules of the UKLA and the
provisions of the City Code.


Appendix II

Bases of Calculation and Sources of Information

1. The value placed by the Offer on the existing issued share capital, and other
statements made by reference to the existing share capital, of Universal Salvage
are based on 28,491,942 Universal Salvage Shares in issue, being the number of
shares in issue publicly stated by Universal Salvage on 2 March 2007.

2. Unless otherwise stated, the financial information and other information on
Universal Salvage included in this announcement has been extracted or derived,
without material adjustment, from the audited consolidated financial statements,
for Universal Salvage for the 52 weeks to 29 April 2006 and 30 April 2005, and
the unaudited consolidated financial statements, for Universal Salvage for the
26 weeks to 28 October 2006 and 29 October 2005.

3. Unless otherwise stated, the financial information and other information on
Copart and Copart (UK) included in this announcement has been extracted or
derived, without material adjustment, from the form 10-K filed by Copart with
the SEC on 31 October 2006, the form 10-Q filed by Copart with the SEC on 11
December 2006 and the form 10-Q filed by Copart with the SEC on 12 March 2007.

4. Unless otherwise stated, all historic share prices quoted for Universal
Salvage Shares have been sourced from the Daily Official List and represent
closing middle market prices for Universal Salvage Shares on the relevant dates.

5. As at the close of business on 4 April 2007, Universal Salvage had in issue 
28,491,942 shares of 10 pence each.

6. As at the close of business on 4 April 2007, Copart had in issue 91,278,820 
shares of common stock.

7. As at the close of business on 4 April 2007, Copart (UK) had in issue 1 
ordinary share of £1 each.

8. The US$/£ exchange rate used in this announcement is the average daily 
interbank exchange rate as quoted in the Financial Times on 4 April 2007, being 
US$1.979:£1.

9. The Copart share price used in this announcement is the closing share price 
as at 3 April 2007, being US$27.84.


Appendix III


Implementation Agreement


On 4 April 2007 Copart, Copart (UK) and Universal Salvage entered into the
Implementation Agreement which governs their relationship in relation to the
acquisition of Universal Salvage by Copart (UK) until the Scheme becomes
effective. Among other things, the Implementation Agreement provides that:


(i)  Universal Salvage, subject to the City Code and to Universal Salvage
Directors' fiduciary duties, agrees to:

(a)    carry on its business in the manner in which it was carried on prior to 
       the date of the agreement;


(b)    not take any action which would amount to an action requiring the 
       approval of the Universal Salvage shareholders in general meeting under 
       Rule 21.1 of the City Code;


(c)    not to do certain things without the prior written consent of Copart or 
       take any action prejudicial to the outcome of the Scheme;



(ii) the parties agree:


(a)    to consult with each other as to the form and content of all documents 
       required in connection with the implementation of the Scheme;


(b)    so far as it is within their control to satisfy or procure the 
       satisfaction of the Conditions as promptly as reasonably practicable;


(c)    take into account all reasonable comments from each party and their 
       advisers in drafting all documents required to implement the Scheme; and


(d)    that none of the parties will make any announcement without the prior 
       written consent of the others (save as required by law or applicable 
       regulation);



(iii)  if a more favourable offer is made for Universal Salvage, Universal
Salvage may withdraw from the Scheme;


(iv) the agreement is conditional on satisfaction of the Conditions prior to 31
July 2007;


(v) the agreement will terminate with immediate effect if:


(a)    any required shareholder approval is not obtained; or


(b)    any condition of the Scheme becomes incapable of being satisfied and is 
       not waived; or


(c)    the Scheme has not become effective by 3.00pm on 31 July 2007; or


(d)    if the Scheme lapses or is withdrawn; and


(e)    subject to the City Code and any requirement of the Panel, Copart may 
       terminate the agreement if Universal Salvage breaches its terms.



Appendix IV

Definitions

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


Board or Universal Salvage Board  means the full board of Directors of Universal
                                  Salvage as at the date of this document


Business Day                      means a day, other than a Saturday, Sunday or
                                  public holiday, on which banks are open for
                                  business in the City of London


Cash Consideration                means the cash consideration due to an 
                                  Universal Salvage Shareholder under the Offer 
                                  in connection with the cancellation of his 
                                  Universal Salvage Shares pursuant to the 
                                  Scheme


City Code                         means the City Code on Takeovers and Mergers


Companies Act                     means the Companies Act 1985 (as amended)


Conditions                        means the conditions of the Offer as set out 
                                  in Appendix 1 to this Announcement and other 
                                  terms and conditions which are agreed in 
                                  writing by the parties


Court                             means the High Court of Justice in England and
                                  Wales


Court Meeting                     the meeting of the Universal Salvage 
                                  Shareholders to be convened by order of the 
                                  Court pursuant to section 425 of the Companies
                                  Act to consider and if thought fit, approve 
                                  the Scheme.


Copart                            means Copart, Inc., a corporation organised 
                                  under the laws of the State of California, USA


Copart Group                      means Copart and its subsidiary undertakings


Copart (UK)                       means Copart (UK) Limited, a company 
                                  incorporated in England and Wales with
                                  registered number 6200876


Daily Official List               means the daily official list of the London 
                                  Stock Exchange


Directors or Universal            means all the Non-Executive Directors and
Salvage Directors                 Executive Directors of Universal Salvage
                                  and Director means any of them


Effective Date                    means the day on which the Scheme becomes 
                                  effective in accordance with its terms


Enlarged Copart Group             means Copart, its subsidiaries and on the 
                                  Scheme becoming effective on the Effective
                                  Date, Universal Salvage and its subsidiaries


Executive Directors               means Avril Palmer-Baunack and Andrew
                                  Somerville, and Executive Director means any
                                  of them


Extraordinary General Meeting     means the extraordinary general meeting of
or EGM                            the Universal Salvage Shareholders to be
                                  convened in connection with the Scheme,
                                  expected to be held as soon as the preceding
                                  Court Meeting shall have concluded or
                                  adjourned;


Financial Services Authority      means the Financial Services Authority of the
or FSA                            UK in its capacity as the competent authority
                                  for the purposes of Part VI of FSMA and in
                                  the exercise of its functions in respect of
                                  admission to the Official List otherwise than
                                  in accordance with Part VI of FSMA


FSMA                              means the Financial Services and Markets Act
                                  2000 (as amended)


Implementation Agreement          means the implementation agreement made
                                  between Universal Salvage and Copart dated 4
                                  April 2007 relating to, inter alia, the
                                  implementation of the Offer and the Scheme


Initial Offer Period              means the date commencing on 2 February 2007
                                  and ending on 16 February 2007


Investec                          means Investec Bank (UK) Limited and its
                                  divisions Investec Investment Banking and
                                  Investec Securities, as the context requires


Listing Rules                     means the rules and regulations made by the
                                  Financial Services Authority in its capacity
                                  as the UKLA under FSMA and contained in the
                                  UKLA's publication of the same name


Meetings                          means the Court Meeting and the Extraordinary
                                  General Meeting and Meeting means either of
                                  them


NASDAQ Market                     means the Nasdaq Global Market of the Nasdaq
                                  Stock Market, Inc.


New Universal Salvage Shares      means the new ordinary shares in the capital
                                  of Universal Salvage to be issued to Copart
                                  and credited as fully paid pursuant to the
                                  Scheme


Non-Executive Directors           means Alexander Foster, Richard Mead, Nigel
                                  Stead and Nigel Terry and Non-Executive
                                  Director means any of them


Offer                             means the recommended cash offer of 200 pence
                                  for each Universal Salvage Share made by
                                  Copart (UK) to Universal Salvage Shareholders


Offer Period                      means the date commencing on 5 April 2007 and
                                  ending on the Effective Date


Offer Price                       means the cash offer price of 200 pence per
                                  Universal Salvage Share


Official List                     means the Official List of the UKLA


Overseas Shareholders             means Universal Salvage Shareholders whose
                                  registered addresses are outside the UK or
                                  who are citizens or residents of countries
                                  other than the UK


Panel                             means The Panel on Takeovers and Mergers


Panmure Gordon                    Panmure Gordon (UK) Limited


Pounds or £ or GB£ or sterling    means UK pounds sterling, the lawful currency
                                  of the UK


RBS Warrant                       the warrant for the issue of ordinary shares
                                  in the capital of Universal Salvage issued to
                                  the Royal Bank of Scotland plc by Universal
                                  Salvage plc


Registrar of Companies            means the Registrar of Companies in England
                                  and Wales


Restricted Overseas Shareholders  means a person (including an individual,
                                  partnership, unincorporated syndicate,
                                  limited liability company, unincorporated
                                  organisation, trust, trustee, executor,
                                  administrator or other legal representative)
                                  in, or resident in, or any person whom
                                  Universal Salvage (following consultation
                                  with Copart) reasonably believes to be in, or
                                  resident in any jurisdiction (other than
                                  persons in the UK) whom Universal Salvage
                                  (following consultation with Copart) is
                                  advised to treat as restricted overseas
                                  persons in order to observe the laws of such
                                  jurisdiction or to avoid the requirement to
                                  comply with any governmental or other consent
                                  or any registration, filing or other
                                  formality which Universal Salvage (following
                                  consultation with Copart) regards as unduly
                                  onerous


Scheme or Scheme of Arrangement   means the proposed scheme of arrangement
                                  proposed to be made under section 425 of the
                                  Companies Act between Universal Salvage and
                                  the holders of Universal Salvage Shares, with
                                  or subject to any modification, addition or
                                  condition approved or imposed by the Court
                                  and agreed to by Universal Salvage, Copart
                                  and Copart (UK)


Scheme Court Hearing              means the hearing by the Court of the
                                  petition to sanction the Scheme and to grant
                                  the Scheme Court Order


Scheme Court Hearing Date         means the date of commencement of the Scheme
                                  Court Hearing


Scheme Court Order                means the order of the Court sanctioning the
                                  Scheme under section 425 of the Companies Act
                                  and confirming the reduction of share capital
                                  which forms part of it under section 137 of
                                  the Companies Act


Scheme Document                   means the document proposed to be despatched
                                  by Universal Salvage to Universal Salvage
                                  Shareholders containing and setting out the
                                  terms and conditions of the Offer and certain
                                  information about Universal Salvage, Copart
                                  and Copart UK and containing the Scheme and
                                  notices of the Meetings


Scheme Record Time                means 6:00 p.m. on the day which is two days
                                  preceding the Scheme Court Hearing


SEC                               means the US Securities Exchange Commission


Special Resolution                means the special resolution to be proposed
                                  at the Extraordinary General Meeting to
                                  approve, inter alia, the Scheme


subsidiary and subsidiary         have the meanings given by the Companies Act
undertaking

Takeover Offer                    means the implementation of the Offer by
                                  means of a takeover offer under the City Code


UKLA                              means the Financial Services Authority acting
                                  in its capacity as the competent authority
                                  for the purposes of Part VI of the FSMA


Universal Salvage or              means Universal Salvage plc a company
the Company                       incorporated in England and Wales with
                                  registered number 1464832


Universal Salvage Articles        means the articles of association of
                                  Universal Salvage from time to time


Universal Salvage Group           means Universal Salvage and its subsidiary
                                  and associate companies


Universal Salvage Shares          means:

                                           (i)   the Universal Salvage Shares in 
                                                 issue at the date of this 
                                                 document;
                                      
                                           (ii)  any Universal Salvage Shares 
                                                 issued after the date of this 
                                                 document and before the Voting 
                                                 Record Time; and

                                           (iii) any Universal Salvage Shares 
                                                 issued at or after the Voting 
                                                 Record Time and on or before 
                                                 the Scheme Record Time in 
                                                 respect of which the original
                                                 or any subsequent holders 
                                                 thereof are, or shall have 
                                                 agreed in writing to be, bound 
                                                 by the Scheme, in each case 
                                                 other than any Universal
                                                 Salvage Share beneficially 
                                                 owned by Copart or Copart (UK)


Universal Salvage Share Option    means the
Schemes                                    (a)  Universal Salvage 2000 Approved
                                                Executive Share Option Scheme;

                                           (b)  Universal Salvage 1995 Savings-
                                                Related Share Option Scheme;

                                           (c)  Universal Salvage Inland Revenue
                                                Approved Company Share Option
                                                Plan 2004;

                                           (d)  Universal Salvage Non-Inland
                                                Revenue Approved Company Share
                                                Option Plan 2004; and

                                           (e)  Universal Salvage 2006 Share 
                                                Award Agreement


Universal Salvage Shareholders    means the holders of Universal Salvage Shares


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


United States or US               means the United States of America (including
                                  the States and the District of Columbia), its
                                  territories, its possessions and other areas
                                  subject to its jurisdiction


US$ or $                          means the lawful currency of the US


Voting Record Time                means 6.00 p.m. on the day which is two days
                                  before the date of the Court Meeting or, if
                                  such Court Meeting is adjourned, 6.00 p.m. on
                                  the day which is two days before the day of
                                  such adjourned meeting



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