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Ultraframe PLC - Offer by Latium Holdings

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2 June 2006

This announcement is not for release, publication or distribution in or into any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

RECOMMENDED CASH OFFER FOR ULTRAFRAME PLC

LATIUM HOLDINGS LIMITED

SUMMARY

· Further to the announcement by Ultraframe on 31 May 2006 regarding advanced discussions about a possible offer, the boards of Latium Holdings and Ultraframe are pleased to announce the terms of a recommended cash offer (the "Offer"), to be made by Latium Holdings, a company owned by Brian Kennedy and Stuart Lees and funded by Housingagent (Holdings) Limited and Latium Plastics Holdings Limited (companies controlled by Brian Kennedy) and Stuart Lees with debt finance provided by Bank of Scotland, for Ultraframe

· The Offer Price is 30p in cash per Ultraframe Share plus an entitlement to a Litigation Note. The Offer values the existing issued share capital of Ultraframe at approximately £29.2 million plus any value arising from the Litigation Notes

· The cash element of the Offer of 30p per Ultraframe Share represents:

· a premium of approximately 4.3 per cent. to the Closing Price of 28.75p per Ultraframe Share on 6 December 2005, being the last dealing day prior to the announcement that the board of Ultraframe intended to undertake a strategic review; and

· a premium of approximately 2.6 per cent. to the Closing Price of 29.25p per Ultraframe Share on 30 May 2006, being the last dealing day prior to the announcement that the board of Ultraframe was in advanced discussions about a possible offer; and

· a premium of approximately 4.3 per cent. to the Closing Price of 28.75p per Ultraframe Share on 1 June 2006, being the last dealing day prior to this announcement.

· The Offer is unanimously recommended by the board of Ultraframe

· In aggregate, Latium Holdings has received irrevocable undertakings to accept the Offer in respect of 34,821,246 Ultraframe Shares, representing approximately 35.8 per cent. of the existing issued share capital of Ultraframe

· Latium Holdings is a newly incorporated UK company established for the purposes of making the Offer. Latium Holdings is owned by Brian Kennedy and Stuart Lees.

The Latium group of companies is involved in plastic extrusion, conservatory roof manufacture, glass processing, home improvement retailing and property.

The Offer Document and the Form of Acceptance will be despatched as soon as practicable.

Rod Sellers, Chairman of Ultraframe, said:

"The Directors unanimously recommend our shareholders accept this offer, which we believe delivers best value to shareholders and provides greater certainty of value than a sale of either one of the trading subsidiaries. The Board has undertaken a full strategic review and has concluded that as trading conditions remain difficult, shareholders and employees will be best served by shareholders accepting this offer."

This summary should be read in conjunction with, and is subject to, the full text of the attached announcement. Appendix V to the attached announcement contains definitions of certain expressions used in this summary. The Offer will be subject to the full terms and conditions set out in the Offer Document and the Form of Acceptance.

Enquiries:

Latium Holdings

Brian Kennedy / Stuart Lees 01625 524210

Altium (Berlin: A5V.BE - news) , Financial advisers to Latium Holdings

Phil Adams / Paul Lines 0161 831 9133

Ultraframe

Rod Sellers (Chairman) / David Moore (Chief Executive) 01200 443311

Rothschild, Financial advisers to Ultraframe

Richard Bailey 0161 827 3800

Brunswick (NYSE: BC - news) , PR advisers to Ultraframe

Gill Ackers / Sarah Lindgreen 020 7404 5959

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities of Ultraframe. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance which Latium Holdings intends to despatch in due course to Ultraframe Shareholders and, for information only, to holders of options under the Ultraframe Share Option Schemes.

Unless otherwise determined by Latium Holdings and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of any documents relating to the Offer must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, applicable requirements.

Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Latium Holdings as financial adviser within the meaning of the Rules of the Financial Services Authority and for no one else in connection with the Offer. Altium is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Latium Holdings for providing the protections afforded to clients of Altium, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

N M Rothschild ∓ Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Ultraframe and no one else in relation to the Offer and will not be responsible to anyone other than Ultraframe for providing the protections afforded to clients of N M Rothschild ∓ Sons Limited nor for providing advice in relation to the contents of this announcement or any Offer or arrangement referred to herein.

2 June 2006

This announcement is not for release, publication or distribution in or into

any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

RECOMMENDED CASH OFFER FOR ULTRAFRAME PLC

LATIUM HOLDINGS LIMITED

INTRODUCTION

Further to the announcement by Ultraframe on 31 May 2006 regarding advanced discussions about a possible offer, the boards of Latium Holdings and Ultraframe announce that they have reached agreement on the terms of a recommended cash offer, to be made by Latium Holdings, for the entire issued and to be issued share capital of Ultraframe.

The Offer will be 30 pence in cash plus an entitlement to a Litigation Note (or cash for Overseas Shareholders) for each Ultraframe Share. The Litigation Notes will allow accepting Ultraframe Shareholders to share in a proportion of the Net Cash Receivable (if any) arising on the Final Determination of the ongoing Eurocell Litigation and Burnden Litigation to which Ultraframe is a party. No Litigation Notes will be issued if the Litigation is not Finally Determined before the sixth anniversary of the Offer being declared or becoming wholly unconditional.

The cash element of the Offer values the existing issued ordinary share capital of Ultraframe at approximately £29.2 million and values Ultraframe at approximately £52.2 million including net debt of approximately £23.0 million at 31 March 2006.

Latium Holdings is a newly incorporated UK company established for the purposes of making the Offer. Latium Holdings is controlled by Brian Kennedy and Stuart Lees and funded by Housingagent (Holdings) Limited and Latium Plastics Holdings Limited (companies controlled by Brian Kennedy) and Stuart Lees with debt finance provided by Bank of Scotland.

Latium Holdings is part of the larger Latium group of companies controlled by Brian Kennedy. The Latium group of companies is involved in plastic extrusion, conservatory roof manufacture, glass processing, home improvement retailing and property.

Latium Holdings has received irrevocable undertakings to accept the Offer in respect of approximately 35.8 per cent. of Ultraframe's existing issued ordinary share capital. Further details of these undertakings are provided in paragraph 4 below. Further information on Latium Holdings and a description of the financing arrangements for the Offer will be set out in the Offer Document.

THE OFFER

Latium Holdings will offer to acquire, on the terms and subject to the conditions set out in Appendix I to this announcement and the further terms and conditions to be set out in the Offer Document and in the Form of Acceptance, the Ultraframe Shares on the following basis:

for each Ultraframe Share 30p in cash

In addition to the cash element of the Offer, accepting Ultraframe Shareholders will be entitled to an amount equal to a pro rata share of 50 per cent. of the Net Cash Receivable above £500,000 arising from the Litigation in the event that the Net Cash Receivable exceeds £500,000. This will be effected by way of Letters of Entitlement and Litigation Notes (or cash for certain Overseas Shareholders). It should be noted that the Letters of Entitlement are fully contingent and that, in the event that the conditions set out in the Letters of Entitlement are not met, the Letters of Entitlement shall cease to have effect and accepting Ultraframe Shareholders will not be entitled to receive any Litigation Notes. The obligations of Latium Holdings under the Litigation Notes will be guaranteed by Latium Plastics Holdings Limited.

The cash element of the Offer price of 30p per Ultraframe Share represents:

· a premium of approximately 4.3 per cent. to the Closing Price of 28.75p per Ultraframe Share on 1 June 2006, being the last dealing day prior to this announcement.

The Ultraframe Shares to be acquired by Latium Holdings pursuant to the Offer are to be acquired with full title guarantee, fully paid and free from all liens, equities, charges and encumbrances and other third party rights or interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter.

RECOMMENDATION

The directors of Ultraframe are not connected with Latium Holdings and have taken responsibility for considering the Offer on behalf of Ultraframe Shareholders, for obtaining advice on the Offer from Rothschild (Ultraframe's independent financial adviser for the purposes of the City Code) and for reaching a conclusion on the appropriate recommendation to Ultraframe Shareholders.

The directors of Ultraframe, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable. In providing advice to the directors of Ultraframe, Rothschild has taken into account the commercial assessments of the directors of Ultraframe.

Accordingly, the directors of Ultraframe unanimously recommend Ultraframe Shareholders to accept the Offer. Latium Holdings has received hard irrevocable undertakings to accept the Offer in respect of the entire beneficial holdings of all the directors of Ultraframe and their related parties, amounting to 34,821,246 Ultraframe Shares in aggregate, representing approximately 35.8 per cent. of the existing issued ordinary share capital of Ultraframe. These undertakings will cease to be binding only if the Offer lapses or is withdrawn or is not made within 28 days after the release of this announcement and remain binding even in the event of a higher competing offer being made for Ultraframe. Vanda Murray has also undertaken to accept the Offer in respect of any Ultraframe Shares acquired by virtue of the exercise of her options under the Ultraframe Savings Related Share Option Scheme.

Further details of these undertakings are set out in Appendix II to this announcement.

CURRENT TRADING AND OUTLOOK FOR ULTRAFRAME

Current trading

UK trading conditions continue to be difficult. Turnover decreased by 19.9 per cent. to £20.8m in the half year ended 31 March 2006, having declined by 20.7 per cent. in the first quarter and 19.0 per cent. in the second quarter. Gross margin fell further during the 6 month period to 37.1 per cent. from 40.8 per cent. in the comparable half year. This resulted in a half year operating loss before exceptional items of £0.4 million (H1 2005: operating profit before exceptional items £1.1 million).

In North America, first half sales were up 6.2 per cent. to $36.0 million (£20.6 million), having declined 0.6 per cent. in the first three months and increased by 14.8 per cent. in the second quarter. The second quarter benefited from unseasonably mild winter weather, that boosted sunroom sales and installations. First (OTC BB: FSTC.OB - news) half retail store sales rose from $5.9 million to $10.0 million. However, franchise/dealer network sales fell by 7.2 per cent. to $26.0 million. Gross margin increased from 43.4 per cent. in the first half last year to 45.1 per cent.. Accordingly, the operating profit before goodwill amortisation and exceptional items was $0.1 million (£0.1 million) against a comparable operating loss of $1.4 million (£0.7 million) on the same basis.

As a result, Ultraframe Group turnover for the half year ended 31 March 2006 fell 5.9 per cent. on the comparable period (down 9.2 per cent. on a constant currency basis). The Ultraframe Group operating loss before goodwill amortisation and exceptional items amounted to £1.5 million (H1 2005: operating loss £0.7 million). This primarily reflects lower sales and reduced margin, mitigated by reduced costs.

The first half pre-tax loss, before goodwill amortisation and exceptional items, for the Ultraframe Group amounted to £2.4 million (H1 2005: pre-tax loss £1.1 million). The trading loss was made worse by higher net interest and financing costs. Ultraframe Group's first half pre-tax loss after goodwill amortisation and exceptional items amounted to £5.2 million (H1 2005: pre-tax loss £6.2 million).

First half exceptional charges to the profit and loss account amounted to £1.2 million (H1 2005: £3.6 million). This included major litigation advisory fees and financing costs, together with US product rectification advisory fees amounting in total to £1.9 million. These were partly offset by an exceptional profit on property disposal of £0.7 million.

Net (Frankfurt: A0Z22E - news) debt increased from £11.1 million at the last financial year end to £23.0 million (H1 2005: £15.6 million), following the US litigation settlement of $9.7 million (£5.5 million) paid to Patio Enclosures, Inc. in early March. Ultraframe Group net borrowings also reflect a net cash inflow of £1 million relating to the disposal of a surplus UK property. Net debt represents gearing of 40.3 per cent. (H1 2005: 25.5 per cent.) against 18.2 per cent. at 30 September 2005. Net assets at 31 March 2006 amounted to £57.1 million, (H1 2005: £61.0 million) including goodwill of £47.5 million.

Outlook

In the UK, turnover in the five weeks ended 5 May 2006 was down 14.7 per cent. on the comparable period. The market remains very challenging and the board of Ultraframe does not anticipate any significant growth in the business in the foreseeable future whilst consumer expenditure on big-ticket home improvements remains weak. Accordingly, the board of Ultraframe expect the decline in sales, experienced since 2004, to continue, albeit at a slower rate, during the full year ending September 2006.

In North America, dollar sales in the first five weeks of the second half were down 3.7 per cent. Retail stores, which account for 28 per cent. of total North American sales in the first half, continue to offer growth potential as newer stores become more established. However, the board of Ultraframe currently anticipates that franchise sales, which account for 72 per cent. of total North American sales, will decline in the current year.

REASONS FOR THE OFFER

The board of Latium Holdings believes that the Offer will:

· create a stronger business better equipped to compete in challenging UK market conditions

· remove from Ultraframe the financial, managerial and regulatory burdens of being a listed company;

· enable Ultraframe to access sources of capital and adopt a financial structure not otherwise appropriate for a listed company.

Upon completion of the Offer, Latium Holdings intends to review the strategy of each of Ultraframe's businesses and of the Ultraframe Group as a whole.

BACKGROUND TO AND REASONS FOR RECOMMENDATION OF THE OFFER BY THE DIRECTORS OF ULTRAFRAME

Ultraframe's UK performance

Since early 2004, Ultraframe UK has experienced challenging market conditions and experienced a significant decline in trading performance. The UK conservatory market has declined in volume and value. This reflects unfavourable macroeconomic conditions affecting big-ticket home improvement expenditure and a more competitive environment due to the entry of aggressive low price competitors.

The board of Ultraframe responded by recruiting a new UK management team, developing innovative new products and undertaking a wide-ranging cost reduction programme. However, despite significant progress having been made in these areas, trading performance has continued to decline.

In addition, Ultraframe UK has been involved in two major time consuming legal cases. These are the Burnden Litigation and the Eurocell Litigation. These cases continue and their outcome remains uncertain. Further details relating to these legal cases are provided in paragraph 8 of this announcement.

The board of Ultraframe considers that these uncertain market conditions, combined with significant increases in commodity and raw materials prices and the continuing non-trading issues, have severely impaired the performance of Ultraframe UK.

Ultraframe's North American performance

The US conservatory market is embryonic and offers good long term growth prospects. The board of Ultraframe concluded that to properly capitalise on this potential, the Ultraframe US franchise network should be restructured to provide a higher quality network and a better platform for growth. In addition, to further stimulate consumer demand, Ultraframe US has expanded its directly owned retail store operations. The restructuring of the franchise network has taken significantly longer to deliver expected benefits than anticipated, and together with retail store set-up costs and a higher overall cost base resulted in Ultraframe US reporting an operating loss in 2004. Cost reduction initiatives returned the business to an operating profit in 2005, but at significantly lower levels than 2002 and 2003. Although major restructuring of the franchise network is complete, further development of the business is required, and the board of Ultraframe expects any further recovery to continue to be modest in the short to medium term.

In addition to the operational and trading issues described above, Ultraframe US has faced significant non-trading problems resulting in material liabilities and requiring significant management resource to resolve. As previously reported, Ultraframe US has encountered a product rectification issue relating to a bought in component, and a charge of $5.2 million (£2.8 million) was made in the 2005 profit and loss account. Ultraframe US has also been involved in major litigation with Patio Enclosures, Inc., a US competitor. As reported in February 2006, this resulted in a judgement award of $9.7 million (£5.5 million), including interest, being paid to Patio Enclosures, Inc. in March 2006.

The board of Ultraframe believes there are considerable long term opportunities within the North American market. However, the structural changes still taking place at Ultraframe US and the embryonic nature of the market mean that the full potential of this market is unlikely to be realised in the short to medium term.

Ultraframe Group Background

In the light of the declining trading performance, significant cost reduction programmes have been put in place across the Ultraframe Group which have resulted in a realignment of the Ultraframe Group's cost base. However, the board of Ultraframe recognises that Ultraframe Group central costs, such as the costs of being a publicly listed entity, are now disproportionate to the size and profitability of the Ultraframe Group.

Following the 2005 financial year end, the Ultraframe Group negotiated new facilities with its existing banking syndicate through to December 2006, information on which was reported in the Ultraframe Group's 2005 annual report and accounts. As previously disclosed, from June 2006, the Ultraframe Group's US dollar borrowings are subject to floating rates based on dollar LIBOR plus a margin that potentially rises (on a phased incremental basis) up to 9 per cent. in December 2006. The facilities are wholly repayable in December 2006 and if the Offer is not accepted by Shareholders, new banking facilities would need to be put in place before this maturity date.

Strategic Review

In the light of all these factors, on 7 December 2005, the board of Ultraframe announced that it was considering alternative ways of maximising shareholder value and had initiated a strategic review to explore options for the Ultraframe Group. As part of the strategic review, and on behalf of the Ultraframe Group, Rothschild conducted parallel comprehensive marketing processes to dispose of either of or both Ultraframe UK and Ultraframe US.

Latium Holdings participated in both the UK and US auction processes and, following detailed negotiations with the board of Ultraframe, proposed to bid for the whole of the Ultraframe Group. The board of Ultraframe concluded that, as a consequence of the uncertain trading conditions in both its geographic markets and ongoing non-trading issues, an offer for Ultraframe would deliver greater and more certain value than separate disposals of either or both of Ultraframe UK or Ultraframe US, or the remaining independence of the Ultraframe Group.

Accordingly, the board of Ultraframe believes the Offer to be in the best interests of Ultraframe Shareholders and has, for the following reasons, concluded that the Offer is fair and reasonable:

· challenging conditions in Ultraframe's markets continue and the trading outlook for the Ultraframe Group in both the UK and US remain highly uncertain;

· the board of Ultraframe and its advisers have explored separate sales of Ultraframe UK and Ultraframe US with over 80 buyers contacted globally as part of parallel comprehensive marketing processes and the board of Ultraframe has concluded that the Offer represents the best way of maximising shareholder value and delivering certainty of value to Ultraframe Shareholders;

· non-trading issues in both the UK and US businesses continue to provide considerable uncertainty and risk to the value of the Ultraframe Group;

· the cash element of the Offer price of 30p per Ultraframe Share represents:

· a premium of approximately 4.3 per cent. to the Closing Price of 28.75p per Ultraframe Share on 1 June 2006, being the last dealing day prior to this announcement.

· the Offer entitles accepting Ultraframe Shareholders to an amount equal to a pro rata share of 50 per cent. of the excess Net Cash Receivable (if any) above £500,000 actually received by the Ultraframe Group in the ongoing Litigation in the event that the Litigation is Finally Determined before the sixth anniversary of the Offer being declared or becoming wholly unconditional and to the extent that the Net Cash Receivable exceeds £500,000. It should be noted that the Letters of Entitlement are fully contingent and that, in the event that the conditions set out in the Letters of Entitlement are not met, the Letters of Entitlement shall cease to have effect and accepting Ultraframe Shareholders will not be entitled to receive any Litigation Notes. The obligations of Latium Holdings under the Litigation Notes will be guaranteed by Latium Plastics Holdings Limited.

LETTERS OF ENTITLEMENT AND LITIGATION NOTES

Ultraframe UK is involved in two significant ongoing litigation cases, outlined below:

(a) Eurocell

Ultraframe UK won a patent and design right infringement action against Eurocell and others. A court hearing took place in April 2006 to assess the damages to which Ultraframe UK is entitled arising from Eurocell's patent and design right infringement. Ultraframe UK is currently awaiting the court's decision.

(b) Burnden

In a complex case brought by Ultraframe UK and others against Burnden and others, the High Court has previously ruled that the overwhelming majority of intellectual property rights in a disputed roofing system belonged to wholly-owned subsidiaries of Ultraframe. A High Court hearing to determine any reimbursement of costs for the respective parties to that litigation took place in October 2005. The High Court has ruled that Ultraframe UK is required to pay a proportion of the costs, and ordered Ultraframe UK to make an interim payment of £2.125 million, such payment to be made only upon the final outcome of an appeal process adverse to Ultraframe UK. Ultraframe UK does however have to provide collateral for this interim payment by way of bank guarantee, should it be successful in obtaining leave to appeal. Ultraframe UK has sought leave to appeal against the judgement and the interim award for costs and a court hearing to consider this application has been scheduled for July 2006.

In order to preserve Ultraframe Shareholders' interests in what could be protracted legal processes, while at the same time providing an incentive to the investment of management time and resources to continue the Litigation, the boards of Ultraframe and Latium Holdings have agreed that, if the Litigation is Finally Determined on or before the sixth anniversary of the Offer being declared or becoming wholly unconditional and the Net Cash Receivable arising from the Litigation is more than £500,000, an amount equal to 50 per cent. of the Net Cash Receivable (if any) above £500,000 will be paid by Latium Holdings to (i) accepting Ultraframe Shareholders and (ii) Ultraframe Shareholders whose shares are acquired as a result of the exercise of compulsory acquisition rights pursuant to schedule 2 of the Takeover Regulations on the basis referred to below.

Accordingly following the Offer becoming or being declared unconditional in all respects, an accepting Ultraframe Shareholder will receive a Letter of Entitlement to receive Litigation Notes which will represent their pro rata share of an amount equal to 50 per cent. of the Net Cash Receivable (if any) above £500,000. The Letters of Entitlement will describe each accepting Ultraframe Shareholder's entitlement as being a proportion of the total aggregate amount of Litigation Notes, being the same proportion as the number of Ultraframe Shares in respect of which each accepting Ultraframe Shareholder has accepted the Offer bears to the aggregate issued share capital of Ultraframe acquired by Latium Holdings either (i) from accepting Ultraframe Shareholders, or (ii) as a result of the exercise of compulsory acquisition rights pursuant to schedule 2 to the Takeover Regulations. The holders of Letters of Entitlement will be entitled to Litigation Notes only if the Litigation is Finally Determined on or before the sixth anniversary of the Offer being declared or becoming wholly unconditional and the Net Cash Receivable is in excess of £500,000. Subject thereto the Litigation Notes will be created and issued by Latium Holdings within 30 days of the determination of the Net Cash Receivable in accordance with the terms of the Monitoring Agreement.

The Letters of Entitlement and the Litigation Notes will not be transferable and no application will be made for the Letters of Entitlement or the Litigation Notes to be listed, traded or dealt in on any stock or securities exchange. The Letters of Entitlement will be joint obligations of Latium Holdings and Latium Plastics Holdings Limited and the Litigation Notes will be guaranteed by Latium Plastics Holdings Limited and the Litigation Notes will bear interest at the base lending rate of the Bank of Scotland from time to time in force from the date of issue until redemption. The Litigation Notes will, if issued, be redeemed by payment by cheque by Latium Holdings to registered holders of Litigation Notes on the date being six months and one day after their date of issue, or if such day is not a business day, on the next business day thereafter.

It is not possible at the current time to ascribe any value to the Letters of Entitlement because of the uncertainty as to the likelihood, timing and amount of any amounts payable or receivable by the Ultraframe Group in respect of the Litigation.

Whilst Latium Holdings proposes to support Ultraframe in its current policy of pursuing the Litigation to its conclusion, further decisions on the continuation and conduct of the Litigation will however be taken by the Enlarged Group in the light of future developments.

Latium Holdings, Latium Plastics Holdings Limited and Ultraframe have entered into the Monitoring Agreement under which John Lancaster (a substantial shareholder in Ultraframe and a non-executive director of Ultraframe) and Bernard Brogan (the senior independent non-executive director of Ultraframe) will have certain rights as to consultation in connection with the Litigation and the finalisation of the Net Cash Receivable for the protection of the interests of Ultraframe Shareholders.

The costs and expenses of John Lancaster and Bernard Brogan in giving effect to and enforcing the terms of the Monitoring Agreement shall be deducted from the share of the Net Cash Receivable, if any, apportioned to Ultraframe Shareholders.

Further details of the Letters of Entitlement, the Litigation Notes and the Monitoring Agreement will be set out in the Offer Document.

INFORMATION ON ULTRAFRAME

Ultraframe is a specialist designer and manufacturer of conservatory systems with a presence in both the UK and North America.

In the financial year ended 30 September 2005, Ultraframe achieved a turnover of £96.7 million (2004: £118.2 million) and operating profit (before exceptional items and goodwill amortisation) of £5.5 million (2004: £12.8 million). Ultraframe generated a loss per share of 7.2 p for the financial year ended 30 September 2005 (2004: earnings per share 1.0p) and earnings per share (before exceptional items and amortisation of goodwill) of 3.5p for the financial year ended 30 September 2005 (2004: 8.5p).

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

INFORMATION ON LATIUM HOLDINGS, BRIAN KENNEDY AND STUART LEES

Latium Holdings

Latium Holdings was established specifically for the purposes of acquiring Ultraframe. Latium Holdings was incorporated in England and Wales on 15 May 2006. Since its incorporation, Latium Holdings has not traded or entered into any obligations other than those specified in paragraph 11 below or to the extent necessary to make and finance the Offer. Latium Holdings is owned by Brian Kennedy and Stuart Lees. The current directors of Latium Holdings are Brian Kennedy, Stuart Lees and Bryan Stock. Further information as to the ownership and control of Latium Holdings and the financing of the Offer will be contained in the Offer Document.

Brian Kennedy

Brian Kennedy is the chairman and major shareholder of the Latium group of companies, which has annual turnover of approximately £400 million. The Latium group of companies is involved in plastics extrusion, conservatory roof manufacture, glass processing, home improvement retailing and property. Brian is also the majority shareholder of Sale Sharks Rugby Club.

Stuart Lees

Stuart is a chartered accountant with substantial industry experience. He was formerly head of UK corporate finance with Arthur Andersen and subsequently became a partner with Deloitte. He joined the Latium group of companies in 2004 and Stuart is now group chief executive of Latium Plastics Holdings Limited.

10.

POSSIBLE REORGANISATION OF THE ULTRAFRAME GROUP FOLLOWING THE OFFER

Subject to, inter alia, the Offer becoming or being declared unconditional in all respects, Latium Holdings proposes to effect a restructuring of the Ultraframe Group to best take advantage of synergies between the Ultraframe Group and companies controlled by Brian Kennedy. Latium Holdings, Brian Kennedy, Stuart Lees and others have entered into a conditional undertaking to effect a reorganisation whereby, following the Offer becoming or being declared unconditional in all respects and once Latium Holdings has control of Ultraframe, the trading companies of Ultraframe will be sold to other companies under the control of Brian Kennedy. In addition, intra group sale and leaseback arrangements are proposed in respect of Ultraframe's properties both in the UK and US.

US restructuring

Latium Holdings intends to procure that Ultraframe will merge its North American interests, which trade as Four Seasons and Ultraframe North America, with Ever 1951 Limited (a company controlled by Brian Kennedy which is the holding company of Everest Limited). There is a strong commercial fit between these two businesses as Everest (Athens: EVER.AT - news) is one of the largest direct selling home improvements businesses in the UK and management have a clear strategy to leverage their knowledge and expertise in the UK home improvements market and apply that to the North American market.

UK restructuring

It is also intended that an intermediate holding company, Latium Roofing Systems Limited (a company controlled by Brian Kennedy and Stuart Lees), will acquire Latium Holdings, which will, through its holding in Ultraframe, own the UK trading business of Ultraframe. At the same time, Latium Roofing Systems Limited will acquire CDW Investments Limited, which trades as Wendland through its wholly owned subsidiary CDW Products Limited, another company which is owned by Brian Kennedy and Stuart Lees.

The proposals to effect the reorganisation described above will have a number of conditions attached to them, including the obtaining of finance for the various elements of the reorganisation and the carrying out of appropriate due diligence to the satisfaction of the prospective debt funders. There is therefore no certainty at the current time that this reorganisation will take place.

The reorganisation proposals will not impact on the Offer.

11.

EMPLOYEES AND DIRECTORS

The board of Latium Holdings has given assurances to the board of Ultraframe that, following the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees and management of the Ultraframe Group will be fully safeguarded. In addition, in the event that the proposed reorganisation referred to in paragraph 10 above takes place, the existing employment rights of employees and management will be similarly safeguarded.

All of the non-executive directors of Ultraframe (namely, Rod Sellers, Bernard Brogan, John Lancaster and Richard Scott) have agreed to resign following the Offer becoming or being declared unconditional in all respects. Each will receive a termination payment equal to his contractual entitlement, being the lesser of his remuneration for the balance of his appointment period or a payment representing 6 months' notice.

The respective employment contracts of the four executive directors of Ultraframe, David Moore, Vanda Murray, Chris Richardson and Alan Rothwell, will terminate in the event the Offer becomes or is declared unconditional in all respects. Compromise agreements reflecting the entitlement of each of the executive directors under their employment contracts were entered into on 9 May 2006 between the board of Ultraframe and the executive directors and details of the termination and retention payments to be made thereunder are set out in Appendix IV to this announcement. The compromise agreements and payments are conditional on the Offer becoming or being declared unconditional in all respects.

The four executive directors of Ultraframe have agreed to assist in a transition period following the Offer, notwithstanding that their respective current employment will terminate immediately upon the Offer becoming or being declared unconditional in all respects. Following receipt by these directors of the payments referred to in the preceding paragraph, they will continue to provide services to Latium Holdings as Latium Holdings reasonably requires to assist in an orderly handover of Ultraframe's affairs. In respect of David Moore, Chris Richardson and Alan Rothwell, the services will be provided for a period of up to 3 months following the Offer becoming or being declared unconditional in all respects and will be on a full time basis. Vanda Murray has agreed to provide services on a flexible part time basis for a period of up to 6 months following the Offer becoming or being declared unconditional in all respects . The four executive directors of Ultraframe will not receive any remuneration or other payment for providing these services other than as may be necessary to comply with the strict requirements of the National Minimum Wage legislation.

12.

ULTRAFRAME SHARE OPTION SCHEMES

The Offer extends to any Ultraframe Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Latium Holdings may, subject to the City Code or with the consent of the Panel, determine) including any which are so unconditionally allotted or issued pursuant to the exercise of options under the Ultraframe Share Option Schemes.

All of the Ultraframe Share Options (other than those granted earlier this year under the Ultraframe Savings-Related Share Option Scheme) were granted with an option price in excess of the cash element of the Offer Price. Latium Holdings will not be making any special proposals to the holders of options under the Ultraframe Share Option Schemes, but will be contacting them to explain the impact of the Offer on their options. The Offer will extend to Ultraframe Shares issued pursuant to the exercise of options granted under the Ultraframe Share Option Schemes, as set out in this announcement.

13.

INFORMATION ON FINANCING

Full acceptance of the Offer will result in a maximum cash consideration of approximately £29.4 million which will be provided from Latium Holdings' resources and debt facilities arranged by Bank of Scotland.

Altium is satisfied that Latium Holdings has sufficient cash resources available to it to satisfy in full the cash consideration payable by Latium Holdings under the Offer.

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

14.

INDUCEMENT FEE

On 1 June 2006, Ultraframe entered into an agreement with Latium Holdings pursuant to which Ultraframe has agreed to pay to Latium Holdings the sum of £250,000 (exclusive of any VAT) if (i) all or a majority of the directors of Ultraframe recommended a competing offer before this announcement of the Offer in accordance with Rule 2.5 of the Code (ii) all or a majority of the directors of Ultraframe having recommended the Offer subsequently withdraw or adversely modify that recommendation and thereafter the Offer lapses or is withdrawn or (iii) a competing offer is announced in accordance with Rule 2.5 of the Code after the date of this announcement and before the Offer lapses or is withdrawn and the competing offer is subsequently declared wholly unconditional or otherwise completed.

15.

COMPULSORY ACQUISITION AND DE-LISTING

It is intended that, following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the London Stock Exchange (LSE: LSE.L - news) and/or the UK Listing Authority, Latium Holdings will procure that Ultraframe applies to the London Stock Exchange and the UK Listing Authority for the cancellation, respectively, of the trading of Ultraframe Shares on the London Stock Exchange and of the listing of the Ultraframe Shares on the Official List. It is anticipated that such cancellation will, subject to the Rules of the London Stock Exchange and the Listing Rules, take effect no earlier than 20 business days after Latium Holdings, by virtue of acceptances of the Offer has acquired or agreed to acquire 75 per cent. of the voting rights attaching to Ultraframe Shares. Latium Holdings will make an announcement when the Offer becomes or is declared wholly unconditional in all respects and such announcement will include a statement of Latium Holdings's intention regarding the cancellation of trading of Ultraframe's Shares on the London Stock Exchange and of the listing on the Official List. Such cancellation would significantly reduce the liquidity and marketability of any Ultraframe Shares in respect of which acceptances of the Offer have not been submitted.

It is further intended that, following the Offer becoming or being declared unconditional in all respects and following the cancellation of the admission to trading and of the listing referred to above, Latium Holdings will seek to procure the re-registration of Ultraframe as a private company under the relevant provisions of the Companies Act.

If Latium Holdings receives acceptances under the Offer in respect of 90 per cent. or more of the Ultraframe Shares to which the Offer relates and not less that nine-tenths of the voting rights carried by those shares and the Offer becomes or is declared unconditional in all respects, Latium Holdings intends to exercise its rights pursuant to the provisions of schedule 2 to the Takeover Regulations to acquire compulsorily Ultraframe Shares in respect of which acceptances have not then been received.

16.

GENERAL

The Offer will be made on the terms and subject to the conditions which are set out in Appendix I to this announcement and on the further terms that will be set out in the Offer Document and the Form of Acceptance and such further terms as may be required to comply with the provisions of the City Code.

Latium Holdings intends that the Offer Document setting out the details of the Offer will be posted to Ultraframe Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement.

Details of the sources and bases of information in respect of the information contained in this announcement are contained in Appendix III to this announcement. Appendix IV to this announcement contains details of the financial terms of the compromise agreements entered into by Ultraframe and its executive directors. Appendix V to this announcement contains definitions of certain expressions used in this announcement.

As at 1 June 2006, the last business day prior to this announcement, neither Latium Holdings, nor any of its directors, their close relatives and related trusts, nor, so far as Latium Holdings are aware, any party acting in concert with Latium Holdings, owned or controlled Ultraframe Shares or held any options to purchase Ultraframe Shares or had entered into any derivative referenced to Ultraframe Shares which remains outstanding. In the interests of confidentiality, Latium Holdings has not made enquires in this respect of certain parties who may be presumed by the Panel to be acting in concert with it for the purposes of the Offer.

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

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for or any invitation to purchase, securities. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document which Latium Holdings intends to despatch to Ultraframe Shareholders and, for information only, to holders of options under the Ultraframe Share Option Schemes as soon as practicable.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if a person is, or becomes, "interested" (directly or indirectly) in one per cent. Or more of any class of "relevant securities" of Ultraframe, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Ultraframe, 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 Ultraframe by Latium Holdings or Ultraframe, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the London business day following the date of the relevant transaction.

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

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

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

2 June 2006

Enquiries:

Latium Holdings

Brian Kennedy / Stuart Lees 01625 524210

Altium, Financial advisers to Latium Holdings

Phil Adams / Paul Lines 0161 831 9133

Ultraframe

Rod Sellers (Chairman) / David Moore (Chief Executive) 01200 443311

Rothschild, Financial advisers to Ultraframe

Richard Bailey 0161 827 3800

Brunswick, PR advisers to Ultraframe

Gill Ackers / Sarah Lindgreen 020 7404 5959

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1. Conditions of the Offer

The Offer is subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 pm (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Latium Holdings may, subject to the rules of the City Code, decide) in respect of (i) not less than 90 per cent., (or such lesser percentage as Latium Holdings may decide) in nominal value of the Ultraframe Shares to which the Offer relates and (ii) not less than nine-tenths of the voting rights carried by those shares, provided that this condition will not be satisfied unless Latium Holdings shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Ultraframe Shares carrying in aggregate more than 50per cent. Of the voting rights then normally exercisable at a general meeting of Ultraframe, including for this purpose, to the extent (if any) required by the Panel, any such voting rights attaching to (or which would, if issued, attach to) Ultraframe Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purpose of this condition (i), the expression "Ultraframe Shares to which the Offer relates" shall be construed in accordance with schedule 2 to the Takeover Regulations; (ii) Ultraframe Shares which have been unconditionally allotted but not issued shall be deemed to have the voting rights which they will carry upon their being entered into the register of members of Ultraframe; and (iii) valid acceptances shall be deemed to have been received in respect of Ultraframe Shares which are treated for the purposes of paragraph 2(15) of schedule 2 to the Takeover Regulations as having been acquired or contracted to be acquired by Latium Holdings by virtue of acceptances of the Offer.

(b) any applicable waiting period under the Hart-Scott-Rodino Anti-trust Improvements Act 1976 (as amended) and the regulations made thereunder relating to the proposed acquisition of all the Ultraframe Shares pursuant to the Offer has expired or been terminated;

(c) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, court, trade agency, association, authority (including any national anti-trust or merger control authority), institution or professional or environmental body or other person or body in any jurisdiction (each a "Relevant Authority") having, prior to the date when the Offer becomes or is declared otherwise unconditional in all respects, decided to take, instituted, implemented or threatened any action, suit, proceeding, investigation or enquiry, or enacted, made or proposed any statute or regulation or order, or taken any other step which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition of any or all of the Ultraframe Shares or of control or management of Ultraframe or any member of the Ultraframe Group by Latium Holdings, void, illegal or unenforceable under the laws of any relevant jurisdiction or, directly or indirectly, materially restrain, prevent, prohibit, restrict, delay or otherwise directly or indirectly restrain, prohibit, restrict delay or interfere in the implementation of or impose additional conditions or obligations with respect to the Offer or the acquisition or proposed acquisition of Ultraframe or the Ultraframe Group by Latium Holdings or its implementation or any acquisition of any Ultraframe Shares by Latium Holdings;

(ii) result, directly or indirectly, in a delay or limitation in the ability of Latium Holdings or any member of the Ultraframe Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Ultraframe Group;

(iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by Latium Holdings or by any member of the Ultraframe Group of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or to own or control any of their respective assets (including shares or other securities (or the equivalent) in Ultraframe or any other member of the Ultraframe Group) or properties or any part thereof;

(iv) save pursuant to the Offer or Part XIIIA of the Act (Taiwan OTC: 3492.TWO - news) or schedule 2 to the Takeover Regulations require any member of the Ultraframe Group or Latium Holdings to acquire or to offer to acquire any shares or other securities (or the equivalent) owned by any third party in any member of the Ultraframe Group (other than Ultraframe);

(v) limit the ability of the Latium Holdings to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of the Ultraframe Group or of any member of the Ultraframe Group;

(vi) result in Latium Holdings or any member of the Ultraframe Group ceasing to be able to carry on business under any name which it presently does so;

(vii) otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Ultraframe Group to an extent which is material to the Ultraframe Group taken as a whole or Latium Holdings; or

(viii) impose any limitation on or result in a delay in the ability of Latium Holdings to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or the equivalent in any member of the Ultraframe Group or to exercise management control over any such member,

and all applicable waiting and other time periods during which any Relevant Authority could decide to take, institute, implement or threaten any such action, suit, proceedings, investigation or enquiry having expired, lapsed or been terminated;

(d) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, permissions and approvals ("Authorisations") necessary for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in or control of Ultraframe or any other member of the Ultraframe Group by Latium Holdings or the carrying on by any member of the Ultraframe Group of its business having been obtained in terms and in a form reasonably satisfactory to Latium Holdings from all Relevant Authorities and such Authorisations together with all Authorisations necessary to carry on the business of each member of the Ultraframe Group remaining in full force and effect and there being no intimation of any intention to revoke or not renew any of them and in relation thereto all necessary statutory or regulatory obligations in connection with the Offer in any jurisdiction having been complied with;

(e) all notifications, applications and filings which are necessary having been made, all appropriate waiting and other time periods (including extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Ultraframe or any member of the Ultraframe Group by Latium Holdings;

(f) save as disclosed in the Annual Report and Accounts of Ultraframe for the year ended 30 September 2005, or as otherwise publicly announced by Ultraframe (by the delivery of an announcement to a Regulatory Information Service) prior to the date of this announcement or as otherwise fairly disclosed in writing to Latium Holdings or its advisers prior to 1 June 2006 ("Disclosed"):

(i) no member of the Ultraframe Group having recommended, declared, paid or made or proposed the declaration, paying or making of any dividend, bonus or other distribution (whether payable in cash or otherwise) in respect of any of its share capital other than distributions by any wholly-owned subsidiaries of Ultraframe;

(ii) no member of the Ultraframe Group having (save as between Ultraframe and wholly-owned subsidiaries of Ultraframe or between wholly-owned subsidiaries of Ultraframe ("intra-Ultraframe Group transactions") or upon any exercise of options granted before the time of this announcement under the Ultraframe Share Option Schemes) issued, or 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, repaid or reduced any part of its share capital;

(iii) no member of the Ultraframe Group having issued, or proposed the issue of, or made any change in or to, any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or liability (actual or contingent) of an aggregate amount which is material in the context of the Ultraframe Group taken as a whole;

(iv) there having been no adverse change in the business, assets, financial or trading position or profits or prospects of any member of the Ultraframe Group which in any such case is material in the context of the Ultraframe Group taken as a whole;

(v) save for intra Ultraframe Group transactions no member of the Ultraframe Group having merged with any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over (in either case otherwise than in the ordinary course of trading) any assets or any right, title or interest in any assets (including shares in subsidiaries, associates and trade investments) or made any change in its share or loan capital, or authorised or proposed or announced any intention to propose any of the foregoing which in any case is material in the context of the Ultraframe Group taken as a whole;

(vi) no litigation or arbitration proceedings, prosecution or other legal proceedings having been instituted or threatened or remaining outstanding against or in respect of any member of the Ultraframe Group in each case to an extent which is material in the context of the Ultraframe Group taken as a whole;

(vii) no member of the Ultraframe Group having entered into, varied or authorised any material contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise material) which is not in the ordinary course of business or is of a long-term, onerous or unusual nature or which involves or could involve an obligation or restriction of a nature or magnitude which is material in the context of the Ultraframe Group taken as a whole;

(viii) (save in the ordinary course of business) no member of the Ultraframe Group having mortgaged, charged, encumbered or created any other security interest over the whole or any material part of the business, property or assets of any such member which in any case is material in the context of the Ultraframe Group taken as a whole;

(ix) no member of the Ultraframe Group having entered into or made any offer (which remains open for acceptance) to enter into or announced its intention to enter into or varied the terms of any contract, agreement or arrangement with any of the directors of Ultraframe or permitted a variation in the terms or rules governing the Ultraframe Share Option Schemes;

(x) no member of the Ultraframe Group having taken any corporate action for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver or similar officer or had any such person appointed or been unable or admitted in writing that it is unable to pay its debts 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 substantial part of any of its business in any case which is material in the context of the Ultraframe Group taken as a whole;

(xi) no member of the Ultraframe Group having made any alteration to its memorandum or articles of association and which is material in the context of the Offer;

(xii) no member of the Ultraframe Group having waived or compromised any claim which is material in the context of the Ultraframe Group taken as a whole;

(xiii) no member of the Ultraframe Group having implemented, authorised, proposed or announced its intention to implement any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement other than in the ordinary course of business and which is material in the context of the Offer;

(xiv) no member of the Ultraframe Group having made or agreed or consented to any significant change to the terms of the trust deeds constituting the previous schemes established for its directors and/or employees and/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 trust corporation and which in any such case is material in the context of the Ultraframe Group taken as a whole;

(xv) no contingent or other liability having arisen or become apparent to Latium Holdings, which might reasonably be expected to have a material adverse effect on the Ultraframe Group taken as a whole;

(xvi) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any material licence or permit held by any member of the Ultraframe Group which is necessary for the proper carrying on of the business of the Ultraframe Group taken as a whole;

(xvii) no member of the Ultraframe Group having proposed or entered into any agreement, arrangement or commitment with respect to any of the transactions or events referred to in this paragraph (f); and

(xviii)no member of the Ultraframe Group having passed any resolution in general meeting to sanction, approve, or implement any such issue, merger, demerger, acquisition, disposal, change, transaction, contract or commitment as is referred to in this paragraph (f).

(g) save as Disclosed there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Ultraframe 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 and which, in consequence of the making of the Offer or the acquisition or proposed acquisition by Latium Holdings of Ultraframe Shares could, result in (to an extent which is material in the context of the Ultraframe Group taken as a whole):

(i) any monies borrowed by or other indebtedness or liabilities (actual or contingent) of, or grant available to any member of the Ultraframe Group becoming repayable or capable of being declared repayable immediately or prior to their or its stated maturity or repayment date in such agreement, arrangement, lease, licence, permit or instrument or the ability of any such member to borrow monies or to incur any indebtedness being withdrawn or inhibited or being withdrawn or materially inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest having occurred or arisen over the whole or any part of the business, property, assets or interests of any member of the Ultraframe Group or any such mortgage, charge or other security (whenever arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, permit or other instrument, or the rights, liabilities, obligations or interests of any member of the Ultraframe Group thereunder, being, terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability thereunder;

(iv) any assets, property or interests of the Ultraframe Group being or falling to be disposed of or charged or ceasing to be available to any member of the Ultraframe Group 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 member of the Ultraframe Group otherwise than in the ordinary course of business;

(v) the rights, liabilities, obligations mortgage charge or other interests of any member of the Ultraframe Group under any such arrangement, agreement, lease, licence, permit or other instrument in or with any person, firm or body, or the business of any member of the Ultraframe Group with any person firm or body (or any arrangements relating to such interest a business), being terminated, or adversely modified or affected; or

(vi) the creation of any liability, actual or contingent, by any member of the Ultraframe Group otherwise than in the ordinary course of business, and no event having occurred which, under any provision of any agreement, arrangement, lease, licence, permit or other instrument to which any member of the Ultraframe Group is party or by or to which any such member or any of its assets may be bound, entitled or subject, is reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (v) of this paragraph (g),

(h) save as Disclosed and prior to the date when the Offer would otherwise become unconditional:

(i) there having been no adverse change, and no other circumstances having arisen which would or might be likely to result in any adverse change, in the business, assets, financial or trading position or profits or prospects of any member of the Ultraframe Group to an extent which is material in the context of the Ultraframe Group taken as a whole;

(ii) there not having been instituted or remaining outstanding any litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Ultraframe Group is a party (whether as claimant or defendant or otherwise) and no such proceedings having been announced or threatened in writing against any such member and no investigation by any government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority or court (including any anti-trust or merger control authority) against or in respect of any such member or the business carried on by any such member having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any such member and the effect of which is or is likely to be material in the context of the Ultraframe Group, taken as a whole;

(iii) there having been no receiver, administrative receiver or other encumbrancer appointed over any of the assets of any member of the Ultraframe Group or any analogous proceedings or steps having taken place under the laws of any jurisdiction and there having been no petition presented or resolution passed for the administration of any member of the Ultraframe Group or any analogues proceedings or steps taken place under the laws of any jurisdiction; and

(iv) no contingent or other liability having arisen, become apparent or having been incurred which would or might reasonably be expected adversely to affect any member of the Ultraframe Group to an extent which is material in the context of the Ultraframe Group, taken as a whole;

(i) Latium Holdings not having discovered prior to the date when the Offer would otherwise become unconditional that:

(i) any financial, business or other information concerning Ultraframe or the Ultraframe Group disclosed, whether publicly or in the context of the Offer, at any time is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading to an extent which is material in the context of the acquisition of Ultraframe by Latium Holdings; or

(ii) any contingent liability disclosed in the facts of disclosed information would or might adversely affect, directly or indirectly, the business, profits or prospects of the Ultraframe Group taken as a whole; or

(iii) any information disclosed at any time by or behalf of the Ultraframe Group is or becomes incorrect; or

(iv) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Ultraframe Group to an extent which is material in the context of the Latium Holdings ;

(v) any member of the Ultraframe Group is subject to any liability, contingent or otherwise, existing at 30 September 2005 which is not disclosed or reflected in the audited accounts of Ultraframe for the financial year ended on that date and which is material in the context of the Ultraframe Group taken as a whole; and

(j) Latium Holdings not having discovered that save as Disclosed:

(i) any past or present member of the Ultraframe Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment. Handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, animal or creature, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) and such non-compliance would be likely to give rise to any liability (whether actual or contingent) or cost which is material in the context of the Ultraframe Group taken as a whole;

(ii) there is, or is likely to be any liability, whether actual or contingent, to make good, alter, improve, repair, reinstate, clean up or otherwise assume responsibility for any property now or previously owned, occupied, made use of or in respect of which a guarantee or other similar obligation has been assumed by any past or present member of the Ultraframe Group or any other property or clean up any controlled waters or other pollution caused by its occupation or control of any such property under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise which is material in the context of the Ultraframe Group taken as a whole;

(iii) circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Ultraframe Group which is or would be material in the context of the Ultraframe Group taken as a whole;

(iv) any member of the Ultraframe Group does not own or have licensed to it or otherwise possess legally enforceable rights to use all intellectual property that is required for the conduct of the business of the relevant member of the Ultraframe Group as currently conducted or under development for such business and the absence of such right is material in the context of the Ultraframe Group taken as a whole;

(v) any member of the Ultraframe Group has infringed any intellectual property rights of any third party or where any claims have been asserted in writing or threatened in writing by any person in respect of any such infringement or challenging the ownership of any member of the Ultraframe Group to or the validity or effectiveness of, any of its intellectual property where the consequences of which would be material in the context of the Ultraframe Group taken as a whole;

(vi) any intellectual property held by any member of the Ultraframe Group which is material in the context of the Ultraframe Group taken as a whole is not valid and subsisting;

(vii) there ismaterial unauthorised use, infringement or misappropriation of any intellectual property of any member of the Ultraframe Group by any third party;

(viii) any asset of any member of the Ultraframe Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Except with the consent of the Panel, the Offer will lapse unless conditions 1(b) to 1(j) inclusive of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Latium Holdings in its opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the First Closing Date and the date on which condition 1(a) is satisfied.

Except with the Panel's consent, Latium Holdings will not invoke any of the above conditions (except for the acceptance condition in condition 1(a) above) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material significance to Latium Holdings in the context of the Offer.

The Offer will lapse if the acquisition of Ultraframe by Latium Holdings is referred to the Competition Commission before the later of 1.00pm on the First Closing Date and the date when the Offer becomes or is declared unconditional as to acceptances.

If the Offer lapses, the Offer will cease to be capable of further acceptance and Latium Holdings and holders of Ultraframe Shares shall thereupon cease to be bound by prior acceptances. Latium Holdings shall be under no obligation to waive or treat as fulfilled or satisfied any of conditions 1 (b) to (j) inclusive by a date earlier than the latest date specified above for the fulfilment or satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any such conditions may not be capable of fulfilment or satisfaction.

Certain further terms of the Offer

Ultraframe Shares will be acquired by Latium Holdings with full title guarantee fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement.

The Offer will be on the terms and will be subject, inter alia, to the conditions which are set out in this Appendix 1 and those terms which will be set out in the Offer Document and such further terms as may be required to comply with the provisions of the City Code. The Offer and any acceptances thereunder will be governed by English law.

The availability of the Offer to Overseas Shareholders may be affected by the laws of the relevant jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable requirements.

APPENDIX II

Irrevocable Undertakings

Name of shareholder giving irrevocable undertaking	Total (Other OTC: TTFNF.PK - news) number of Ultraframe Shares in respect of which undertakings given

John Lancaster	3,405,019
Robert Millner Edwards and Ailsa Gillian Farthing	3,408,302
Robert Millner Edwards and Ailsa Gillian Farthing	3,408,302
Rosemary Lancaster	4,900,750

Robert Millner Edwards and Ailsa Gillian Farthing (as trustees of the John Lancaster Discretionary Trust)	11,444,178
John Edward Lancaster, Rosemary Lancaster, Julie Rose Broadhurst and Steven John Lancaster (as trustees of the Lancaster Foundation)_	7,200,250

David Moore	837,301

Chris Richardson	135,328

Rod Sellers	55,000

Bernard Brogan	8,500

Alan Rothwell	5,066

Vanda Murray	3,250

Richard Scott	10,000

TOTAL	34,821,246

APPENDIX III

Bases of calculations and sources of information

(A) The value placed by the Offer on the whole of the existing issued ordinary share capital of Ultraframe is based on the number of 97,386,889 Ultraframe Shares in issue.

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

(C) The amount of the cash payment in respect of full acceptance of the Offer is calculated based upon the number of Ultraframe Shares in issue (as described above) and taking into account the assumed issue of 2,328,178 Ultraframe Shares to satisfy options exercisable under the Ultraframe Savings Related Share Option Scheme at a price of less than 30p.

(D) Financial information in respect of Ultraframe contained in this announcement relating to the two years ended 30 September 2005 has been extracted or derived, without material adjustment, from the Annual Report and/or other public statements made by Ultraframe.

The unaudited financial information for the first half of the current financial year included in the current trading update has been prepared on a basis consistent with the accounting policies used in Ultraframe's 2005 Annual Report and is based on the unaudited management accounts for the six months ended 31 March 2006.

These unaudited figures constitute a profit estimate under Rule 28 of the Code. The accounting policies and calculations for these forecasts have been examined and reported on by KPMG in accordance with Rule 28.3(b) of the Code.

KPMG's report and a report from Rothschild on the unaudited financial information are set out in the letters below. Each of Rothschild and KPMG has given and not withdrawn its written consent to the publication of these letters.

KPMG report on profit estimate

The Directors

Ultraframe Plc

Enterprise Works

Salthill Road

Clitheroe

BB7 1PE

NM Rothschild ∓ Sons Limited

82 King Street

Manchester (Frankfurt: A0ETDJ - news)

M2 4WQ

2 June 2006

Dear Sirs

Ultraframe Plc

We report on the profit estimate comprising the financial information relating to Ultraframe Plc ('the Company') and its subsidiaries ('the Group') for the 6 months ended 31 March 2006 (the 'Profit Estimate') as set out in the Current Trading and Outlook for Ultraframe section of this announcement of the Offer issued 2 June 2006 (the 'Announcement'). The basis on which the Profit Estimate is prepared is set out in part D of Appendix III of the Announcement. This report is required by Rule 28.3(b) of The City Code on Takeovers and Mergers ('the City Code') and is given for the purpose of complying with that rule and for no other purpose.

Accordingly, we assume no responsibility in respect of this report to the offeror or any person connected to, or acting in concert with, the offeror to any other person who is seeking or may in future seek to acquire control of the Company (an "Alternative Offeror") or to any other person connected to, or acting in concert with, an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Profit Estimate in accordance with the requirements of the City Code. In preparing the Profit Estimate the directors of the Company are responsible for correcting errors that they have identified which may have arisen in the unaudited management accounts used as a basis of preparation for the Profit Estimate.

It is our responsibility to form an opinion as required by the City Code as to the proper compilation of the Profit Estimate and to report that opinion to you.

Save (Milan: SAVE.MI - news) for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders as a result of the inclusion of this report in the Announcement, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with Rule 28.4 of the City Code, consenting to its inclusion in the Announcement.

Basis of preparation of the Profit Estimate

The Profit Estimate has been prepared on the basis stated in part D of Appendix III of the Announcement and is based on the unaudited management accounts for the 6 months ended 31 March 2006. The Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Group as adopted in the last published audited accounts for the year to 30 September 2005.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information for the 6 months to 31 March 2006 included in the Profit Estimate has been prepared and considering whether the Profit Estimate has been accurately computed using that information and whether the basis of accounting used is consistent with the accounting policies of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Estimate has been properly compiled on the basis stated.

However, the Profit Estimate has not been audited. The actual results reported, therefore, may be affected by revisions required to accounting estimates due to changes in circumstances, the impact of unforeseen events and the correction of errors in the management accounts. Consequently, we can express no opinion as to whether the actual results achieved will correspond to those shown in the Profit Estimate and the difference may be material.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion the Profit Estimate so far as the accounting policies and calculations are concerned has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Group as adopted in the audited accounts for the year to 30 September 2005.

Yours faithfully

KPMG Audit Plc

Rothschild report on profit estimate

Strictly Private and Confidential

The Directors

Ultraframe Plc

Enterprise Works

Salthill Road

Clitheroe

BB7 1PE

2 June 2006

Dear Sirs

We have discussed with you as Directors of Ultraframe plc, the profit estimate comprising the financial information relating to Ultraframe Plc ('the Company') and its subsidiaries ('the Group') for the 6 months ended 31 March 2006 (the "Profit Estimate") and the bases and assumptions on which it has been prepared. We have also discussed the accounting policies and basis of calculation for the Profit Estimate with KPMG Audit Plc, Ultraframe plc's auditors, and we have considered their letter of today's date addressed to both yourselves and ourselves on this matter.

On the basis of the foregoing, we consider that the Profit Estimate for which you as Directors of Ultraframe plc are solely responsible, has been compiled with due care and consideration.

This letter is provided to you solely in connection with Rule 28.3(b) of the City Code on Takeovers and Mergers and for no other purpose.

Yours truly,

N M Rothschild ∓ Sons Limited

APPENDIX IV

Details of Ultraframe Directors' Compromise Arrangements

On an offer for the whole of the issued share capital of Ultraframe becoming or being declared unconditional in all respects, the terms of the respective employment contracts of the executive directors of Ultraframe provide for a retention bonus equal to 50 per cent of annual salary. In addition, each executive director is entitled to receive on termination of employment a payment by way of liquidated damages equal to 12 months' salary and other benefits (including annual bonus, which annual bonus is payable in any event on a change of control).

Reflecting the above terms the executive directors entered into compromise agreements on 9 May 2006. These are in full and final settlement of any employment related claims arising from the termination of the relevant director's employment upon payment of the sum set out in column 3 which is made up of the constituent elements in columns 1 and 2.

	Column 1 (£)							Column 2 (£)	Column 3 (£)
	Severance equal to Annual Salary	Pension	Car Allowance	BUPA	Critical Illness	PHI (NasdaqGM: PHII - news)	Annual Bonus	Retention Bonus	TOTAL
David Moore	315,000	47,250	14,000	300	2,000	2,000	236,250	157,500	774,300
Chris Richardson	162,750	24,412.50	14,000	300	2,000	2,000	122,062.50	81,375	408,900
Alan Rothwell	204,750	30,712.50	14,000	300	2,000	2,000	153,562.50	102,375	509,700
Vanda Murray	210,000	31,500	14,000	300	2,000	2,000	157,500	105,000	522,300

APPENDIX V

DEFINITIONS

In this announcement, the following words and expressions shall, except where the context requires otherwise, have the following meanings:

"Act" or "Companies Act"	the Companies Act 1985 (as amended)
"Altium"	Altium Capital Limited
"Bank of Scotland"	The Governor and Company of the Bank of Scotland
"Burnden"	The Burnden Group plc

"Burnden Litigation"	the Litigation described in paragraph 8(b) of this announcement
"business day"	a day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays)
"Canada"	Canada, its provinces and territories and all areas under its jurisdiction and political subdivisions thereof
"Cash Equivalent"	the cash value of any benefit which in the opinion of an independent accountant has been received by any member(s) of the Ultraframe Group or by Latium Holdings or (with the approval of any member(s) of the Ultraframe Group or Latium Holdings) by any third party connected with Latium Holdings or Latium Plastics Holdings Limited directly by reason of any compromise or settlement of any of the Litigation which would have not otherwise been received by the Ultraframe Group, Latium Holdings or such third party except by virtue of the compromise or settlement of the Litigation
"City Code" or "Code"	the City Code on Takeovers and Mergers
"Closing Price"	the middle market price of a Ultraframe Share at the close of business on the day to which such price relates, as derived from the London Stock Exchange Daily Official List for that day
"Disclosed"	has the meaning specified in paragraph 1(f) of Appendix I to this announcement
"draft Relevant Net Cash Receivable Statement"	the draft Relevant Net Cash Receivable Statement to be prepared by independent accountants pursuant to and in accordance with the provisions of the Letter of Entitlement
"Enlarged Group"	Latium Holdings as enlarged by the acquisition of the Ultraframe Group
"Eurocell"	Eurocell Building Plastics Limited
"Eurocell Litigation"	the litigation described in paragraph 8(a) of this announcement
"Finally Determined"	means, in respect of the Litigation, that either (i) the court (or other tribunal appointed for the purpose of assessing any damages, awards, orders or costs) has made a final order assessing all amounts payable pursuant to such Litigation (including the assessment of sums payable pursuant to costs orders), the time limit for appealing any such order having expired, or (ii) agreement is reached between all paying and receiving parties to such Litigation as to the amount payable in respect of such Litigation (including amounts payable in respect of costs)
"First Closing Date"	the date which is 21 days after the day of posting of the Offer Document
"Form of Acceptance"	the form of acceptance and authority relating to the Offer which will, where appropriate, accompany the Offer Document
"Group Costs"	all proper and directly attributable advisory costs together with an amount equal to all reasonable internal salary costs of any personnel of Latium Holdings or the Ultraframe Group, travel and other expenses directly attributable or referable to conducting the Litigation or any part thereof incurred by Latium Holdings or the Ultraframe Group and any members thereof in connection with the Litigation including the costs associated with the assessment of costs orders, the negotiation of sums payable pursuant to costs orders and the enforcement of any orders in connection with the Litigation. There shall be excluded from Group Costs all costs which have been invoiced to and paid for by any member(s) of the Ultraframe Group in the period up to and including the date of this announcement
"Latium Holdings"	Latium Holdings Limited
"Letter of Entitlement"	a letter of entitlement in relation to a Litigation Note issued by Latium Holdings and Latium Plastics Holdings Limited
"Listing Rules"	the rules and regulations made by the UK Listing Authority and contained in the UK Listing Authority publication of the same name
"Litigation"	the Burnden Litigation and the Eurocell Litigation
"Litigation Deductibles"	an amount equal to all damages, costs or other awards Finally Determined as actually payable to the other parties to the Litigation by any member(s) of the Ultraframe Group and actually payable by the Ultraframe Group after the date of this announcement including Group Costs
"Litigation Notes"	the guaranteed litigation notes which may be issued by Latium Holdings depending on the outcome of the Litigation
"Litigation Proceeds"	the aggregate of (a) any cash proceeds Finally Determined as payable and paid to any member(s) of the Ultraframe Group in respect of the Litigation and (b) any Cash Equivalent in respect of any benefit or cash giving rise thereto which, in each case, is actually received by any member(s) of the Ultraframe Group or other relevant person or any third party connected with Latium Holdings or Latium Plastics Holdings Limited for the purposes of a Cash Equivalent. To be eligible for inclusion in the Litigation Proceeds the cash or benefit must be received after the date of this announcement (but not distributed or have being agreed to be distributed to the Ultraframe Shareholders at any time prior to the Offer having become or been declared wholly unconditional) and prior to the date (being no later than 40 business days after a request is made under the Letter of Entitlement for the calculation of the Relevant Net Cash Receivable or the date being six years from the date that the Offer is declared wholly unconditional) at which the draft Relevant Net Cash Receivable Statement is prepared in accordance with paragraph 3 of the Letter of Entitlement
"London Stock Exchange"	London Stock Exchange plc
"Monitoring Agreement"	an agreement dated 1 June 2006 made between Ultraframe, Latium Holdings, Latium Plastics Holdings Limited and John Lancaster and Bernard Brogan giving certain rights in respect of the Litigation
"Net Cash Receivable"	the aggregate amount of the Litigation Proceeds after deducting the Litigation Deductibles and the Net Notional Tax provided that if the Litigation Proceeds after deducting the Litigation Deductibles and the Net Notional Tax do not exceed the positive sum of £500,000 then the Net Cash Receivable shall be nil

"Net Notional Tax"

an amount equal to corporation tax on a notional profit equal to the excess (if any) of the Litigation Proceeds (to the extent these proceeds represent a receipt chargeable to corporation tax to be brought into account by members of the Ultraframe Group) over the Litigation Deductibles (to the extent such Litigation Deductibles are deductible in computing the profits of members of the Ultraframe Group subject to corporation tax or would be so deductible if there were such profits) and in computing the Net Notional Tax there shall be ignored any deductions or reliefs in computing the profits chargeable to corporation tax on the proceeds of the Litigation other than the Litigation Deductibles

"North America"

the United States and Canada

"Offer"

the recommended cash offer to be made by Latium Holdings for the entire share capital, issued and to be issued share capital of Ultraframe including, where the context requires, any subsequent revision, variation, extension or renewal thereof

"Offer Document"

the offer document to be sent to Ultraframe Shareholders containing the formal Offer

"Offer Price"

30 pence per Ultraframe Share plus an entitlement to a Litigation Note

"Official List"

the Official List of the UK Listing Authority

"Overseas Shareholders"

Ultraframe Shareholders (or nominees of or custodians or trustees for Ultraframe Shareholders) in, resident in or nationals or citizens of jurisdictions outside the United Kingdom

"Panel"

the Panel on Takeovers and Mergers

"Regulatory Information Service"

any of the services set out in Appendix 3 to the Listing Rules

"Relevant Net Cash Receivable Statement"

the Relevant Net Cash Receivable Statement as agreed, deemed agreed or determined in accordance with the provisions of the Monitoring Agreement

"Rothschild"

N M Rothschild ∓ Sons Limited

"Takeover Regulations"

the Takeovers Directive (Interim Implementation) Regulations 2006

"Treasury Shares"

any Ultraframe Shares held by Ultraframe as treasury shares (as defined in section 162A of the Act)

"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the Financial Services Authority in its capacity as a competent authority under the Financial Services and Markets Act 2000
"Ultraframe" or "the Company"	Ultraframe plc
"Ultraframe Group"	Ultraframe and its subsidiaries and subsidiary undertakings
"Ultraframe Shareholder"	a holder of Ultraframe Shares
"Ultraframe Shares"	includes: (i) the existing issued or unconditionally allotted and fully paid (or credited as fully paid) ordinary shares of 25 pence each in Ultraframe; and (ii) any further such shares which are unconditionally allotted or issued while the Offer remains open for acceptance or, subject to the provisions of the City Code, by such earlier date as Latium Holdings may determine not being earlier than the date (subject to the City Code) on which the Offer becomes or is declared unconditional as to acceptances
	but excludes any shares held as Treasury Shares on such date as Latium Holdings may determine before the date on which the Offer closes (which may be a different date to the date referred to in (ii))
"Ultraframe Share Options"	share options granted pursuant to the Ultraframe Share Option Schemes
"Ultraframe Share Optionholder"	a holder of Ultraframe Share Options
"Ultraframe Share Option Schemes"	the Ultraframe Savings-Related Share Option Scheme, the 1999 Ultraframe plc Company Share Option Plan, the 1999 Ultraframe plc Executive Share Option Scheme and the Ultraframe plc Performance Share Plan
"Ultraframe Savings-Related Share Option Scheme"	the 1998 Ultraframe plc Savings-Related Share Option Scheme

"Ultraframe UK"	Ultraframe UK Limited, a wholly owned subsidiary of Ultraframe
"Ultraframe US"	the businesses of the Ultraframe Group which operate in North America
"United States" or "US"	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia

For the purposes of this announcement, "parent undertaking", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Act (but for this purpose ignoring paragraph 20(1)(b) of schedule 4A of the Act).

The principal exchange rates used throughout this document, except where figures have been extracted from financial information which has already been published, are as follows:

Half Year ended

31 March 2006

USD - Average 1.75

USD - Closing 1.73

All times referred to are London time unless otherwise stated.

ENDOFBUUGGCPUPBGAP

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Ultraframe PLC - Offer by Latium Holdings

Companies:

RELATED QUOTES

In this announcement, the following words and expressions shall, except where the context requires otherwise, have the following meanings:

"Act" or "Companies Act"

the Companies Act 1985 (as amended)

"Altium"

Altium Capital Limited

"Bank of Scotland"

The Governor and Company of the Bank of Scotland

"Burnden"

The Burnden Group plc

"Burnden Litigation"

the Litigation described in paragraph 8(b) of this announcement

"business day"

a day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays)

"Canada"

Canada, its provinces and territories and all areas under its jurisdiction and political subdivisions thereof

"Cash Equivalent"

"City Code" or "Code"

the City Code on Takeovers and Mergers

"Closing Price"

the middle market price of a Ultraframe Share at the close of business on the day to which such price relates, as derived from the London Stock Exchange Daily Official List for that day

"Disclosed"

has the meaning specified in paragraph 1(f) of Appendix I to this announcement

"draft Relevant Net Cash Receivable Statement"

the draft Relevant Net Cash Receivable Statement to be prepared by independent accountants pursuant to and in accordance with the provisions of the Letter of Entitlement

"Enlarged Group"

Latium Holdings as enlarged by the acquisition of the Ultraframe Group

"Eurocell"

Eurocell Building Plastics Limited

"Eurocell Litigation"

the litigation described in paragraph 8(a) of this announcement

"Finally Determined"

"First Closing Date"

the date which is 21 days after the day of posting of the Offer Document

"Form of Acceptance"

the form of acceptance and authority relating to the Offer which will, where appropriate, accompany the Offer Document

"Group Costs"

"Latium Holdings"

Latium Holdings Limited

"Letter of Entitlement"

a letter of entitlement in relation to a Litigation Note issued by Latium Holdings and Latium Plastics Holdings Limited

"Listing Rules"

the rules and regulations made by the UK Listing Authority and contained in the UK Listing Authority publication of the same name

"Litigation"

the Burnden Litigation and the Eurocell Litigation

"Litigation Deductibles"

an amount equal to all damages, costs or other awards Finally Determined as actually payable to the other parties to the Litigation by any member(s) of the Ultraframe Group and actually payable by the Ultraframe Group after the date of this announcement including Group Costs

"Litigation Notes"

the guaranteed litigation notes which may be issued by Latium Holdings depending on the outcome of the Litigation

"Litigation Proceeds"

"London Stock Exchange"

London Stock Exchange plc

"Monitoring Agreement"

an agreement dated 1 June 2006 made between Ultraframe, Latium Holdings, Latium Plastics Holdings Limited and John Lancaster and Bernard Brogan giving certain rights in respect of the Litigation

"Net Cash Receivable"

"Net Notional Tax"

"North America"

the United States and Canada

"Offer"

the recommended cash offer to be made by Latium Holdings for the entire share capital, issued and to be issued share capital of Ultraframe including, where the context requires, any subsequent revision, variation, extension or renewal thereof

"Offer Document"

the offer document to be sent to Ultraframe Shareholders containing the formal Offer

"Offer Price"

30 pence per Ultraframe Share plus an entitlement to a Litigation Note

"Official List"

the Official List of the UK Listing Authority

"Overseas Shareholders"

Ultraframe Shareholders (or nominees of or custodians or trustees for Ultraframe Shareholders) in, resident in or nationals or citizens of jurisdictions outside the United Kingdom

"Panel"

the Panel on Takeovers and Mergers

"Regulatory Information Service"

any of the services set out in Appendix 3 to the Listing Rules

"Relevant Net Cash Receivable Statement"

the Relevant Net Cash Receivable Statement as agreed, deemed agreed or determined in accordance with the provisions of the Monitoring Agreement

"Rothschild"

N M Rothschild ∓ Sons Limited