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Flomerics Group PLC (FLO)

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Friday 09 May, 2008

Flomerics Group PLC

Offer Rejection

Flomerics Group PLC
09 May 2008

                           AUSTRALIA, CANADA OR JAPAN

FOR IMMEDIATE RELEASE                                                 9 May 2008

                              FLOMERICS GROUP PLC

                        Statement re: Unsolicited Offer

The Board of Directors of Flomerics Group PLC ("Flomerics" or the "Company")
notes the statement by Mentor Graphics, Inc. ("Mentor") indicating that it
intends to make a public offer for all the outstanding shares and stock options
in Flomerics at a price of 104 pence per share payable in cash (the "Offer").

The Board of Directors of Flomerics believes the Offer undervalues the Company
and intends to analyse other alternatives available to the Company, including
potential interest expressed by a number of other parties.

David Mann, the Chairman of the Board of Flomerics commented: "The Offer was
considered by the Board of Flomerics, in conjunction with its independent
advisers, and it was unanimously concluded that this Offer, which is
unsolicited, does not reflect the true value of Flomerics shares. As such, the
Offer does not carry the recommendation of the Flomerics Board of Directors as,
at this stage, we do not believe it is in the best interests of Flomerics

Any discussions with other interested parties are at a preliminary stage and
there can be no certainty that an alternative offer will be forthcoming.
However, shareholders are strongly recommended to take no action at this stage.
A further announcement will be made in due course.


Flomerics Group PLC                                   Tel: 020 8487 3000

Gary Carter

Keith Butcher

Jefferies International Ltd                           Tel: 020 7029 8000

Andres Pieczanski

Sarah McNicholas

Oriel Securities Ltd                                  Tel: 020 7710 7600

Andrew Edwards

Michael Shaw

Citigate Dewe Rogerson                                Tel: 020 7638 9571

Ginny Pulbrook

Pursuant to Rule 2.10 of the City Code, Flomerics confirms that it has
22,857,450 ordinary shares of one penny each in issue and admitted to trading on
the Alternative Investment Market of the London Stock Exchange (ISIN

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Flomerics, 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 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Nestor, they will be deemed to be a single person for the purpose
of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Flomerics by a potential offeror or by Flomerics, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant

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

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

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

Note to Editors

Flomerics ( is a world-leading developer of engineering
simulation software and services for analysis of fluid flow, heat transfer.
Flomerics' business model is drastically different from traditional analysis
because its software is designed to be embedded deeply into the design process
and used by mainstream design engineers, not just by analysis specialists.

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

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