Coolabi plc : Coolabi concludes management buyout:

On 28 October 2011, the boards of North and Coolabi announced that they had reached agreement on the terms of a recommended cash offer with a share alternative to be made by North for the issued and to be issued share capital of Coolabi. The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") issued to the shareholders of Coolabi on 11 November 2011.

Levels of acceptance

As at 1.00 p.m. on 2 December 2011, North had received valid acceptances from Coolabi Shareholders in respect of 59,921,489 Coolabi Shares, representing approximately 95.09 per cent. of the issued ordinary share capital of Coolabi at that date,all of which North may count towards the satisfaction of its acceptance condition.

The board of North is pleased to announce that the Offer has therefore become unconditional as to acceptances and has been declared unconditional in all respects.

Prior to making the Offer, North received irrevocable undertakings to accept the Offer in respect of, in aggregate, 34,258,512Coolabi Shares, representing approximately 54.36per cent. of the existing issued share capital of Coolabi. In addition, North received letters of intent to accept the Offer in respect of, in aggregate, 6,530,255 Coolabi Shares, representing 10.36 per cent. of the existing issued share capital of Coolabi. As at 1.00 p.m. on 2 December 2011, valid acceptances had been received in respect of 34,258,512Coolabi Shares subject to such undertakings and 6,530,255Coolabi Shares subject to such letters of intent, representing approximately 54.36per cent. and 10.36per cent. respectively of the existing issued share capital of Coolabi.

As set out in the Offer Document, since the Offer has been declared unconditional in all respects, EPVCT intends to convert the remaining Convertible Loan Notes into 832,770 Coolabi Shares and accept the Offer as soon as reasonably practicable.

The Offer will close at 1.00 p.m. on 16 December 2011.

Compulsory acquisition, cancellation of trading on AIM and re-registration as a private company

As indicated in the Offer Document, as North has received acceptances under the Offer in respect of more than 90 per cent. of the Coolabi Shares to which the Offer relates, North intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act, as applicable, to acquire compulsorily the remaining Coolabi Shares, on the same terms as the Offer, in respect of which the Offer has not been accepted and will deem such Shareholders to have made an election to receive cash pursuant to the Offer.

In addition, as North is now interested in more than 75 per cent. of the issued share capital of Coolabi and as set out in the Offer Document, North intends to procure that Coolabi applies to AIM for the cancellation of trading in Coolabi Shares on AIM on 20 Business Days' notice.A further announcement is expected to be made in due course regarding the proposed date for the cancellation of trading on AIM. Following such cancellation, North intends to procure that Coolabi re-registers from a public limited company to a private limited company under the relevant provisions of the Companies Act.

Coolabi Shareholders who have not yet validly accepted the Offer are, therefore, urged to do so as soon as possible.

Settlement of consideration

Settlement of the both the cash consideration and North Shares to which Coolabi Shareholders are entitled pursuant to the Offer shall be dispatched (or, in the case of Coolabi Shareholders holding their Coolabi Shares held in uncertificated form, shall be credited through CREST): (i) in the case of Coolabi Shareholders who validly accepted the Offer by 1.00 pm on 2 December 2011, on or before 16 December 2011; and (ii) in the case of Coolabi Shareholders who validly accept after 1.00 pm on 2 December 2011, within 14 days of the receipt of such acceptances.

Terms defined in the Offer Document dated 11 November 2011 have the same meaning in this announcement.

Note:

Save as disclosed above, no Coolabi Shares have been acquired or agreed to be acquired by or on behalf of North or any person acting in concert with North during the Offer Period and neither North nor any person acting in concert with North has the benefit of any irrevocable commitment or letter of intent in respect of any Coolabi Shares or has any interest in any Coolabi Shares, or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any right to require another person to purchase or take delivery, any stock borrowing or lending arrangement in respect of any Coolabi Shares, or any right to subscribe for any Coolabi Shares.

Enquiries:

Merchant Securities Limited (sole financial adviser to North)
David Worlidge Virginia Bull	Tel: [phone]

Publication on Website

In accordance with Rule 30.4(c) of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, free of charge, on Coolabi's website at www.coolabi.com by no later than 12 noon on 6 December 2011.

You may request a hard copy of this announcement, free of charge, by contacting the Merchant securities on [phone]. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

FURTHER INFORMATION

This announcement is not intended to, and does not, constitute or form part of an offer to sell, or otherwise dispose of, or constitute an invitation or the solicitation of an offer to purchase, subscribe for or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document, which will contain the full terms and conditions of the Offer (including details of how to accept the Offer). Any acceptance of the Offer should be made only on the basis of the information contained in the Offer Document. Coolabi Shareholders are advised to read the formal documentation in relation to the Offer carefully.

Please be aware that addresses, electronic addresses and certain other information provided by Coolabi Shareholders, persons with information rights and other relevant persons for the receipt of communications from Coolabi may be provided to North during the offer period as required under Section 4 of Appendix 4 of the Code.

Merchant Securities is authorised by the Financial Services Authority. Merchant Securities is acting exclusively for North and no one else in connection with the Offer and will not be responsible to anyone other than North for providing the protections afforded to clients of Merchant Securities, or for providing advice in connection with the Offer or any matter referred to herein.

Overseas Shareholders

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of an Offer Document and the Form of Acceptance accompanying the Offer Document in respect of Coolabi Shares in certificated form, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by North or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

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

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure,