RNS Number:2246K
SMC Group Plc
18 December 2007


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SMC GROUP PLC TODAY
IN CONNECTION WITH THE OPEN OFFER.

18 December 2007

For Immediate Release

                                 SMC Group Plc
                    ("SMC" or "the Company" or "the Group")

              Open Offer of up to 188,377,187 New Ordinary Shares
                      at 8.0 pence per New Ordinary Share
                Approval of Rule 9 Waiver by the Takeover Panel
                                      and
                           Notice of General Meeting

Following the Company's announcement earlier today in relation to the fully
underwritten Open Offer to raise approximately �15.1 million before expenses
(approximately �13.3 million net of expenses), the Company is pleased to
announce that it has today despatched to Shareholders the Prospectus containing
a notice convening a General Meeting at 10.00 a.m. on 14 January 2008. The
General Meeting has been convened to approve the Resolutions set out in this
morning's announcement.

An expected timetable of events is set out below:

                                                                       2007
Record Date for the Open Offer           close of business      17 December
                                                        on
Posting of Prospectus, Application Forms                        18 December
and Forms of Proxy

Publication of Gazette Notice                                   19 December

                                                                       2008
Latest time and date for splitting            3.00 p.m. on       10 January
Application Forms (to satisfy bona fide
market claims)

Latest time and date for receipt of          10.00 a.m. on       10 January
Forms of Proxy

General Meeting                              10.00 a.m. on       14 January

Latest time and date for receipt of          11.00 a.m. on       14 January
completed Application Forms and payment
in full under the Open Offer

Admission to AIM effective and dealings       8.00 a.m. on       18 January
in New Ordinary Shares commence

Expected date for crediting of New                               18 January
Ordinary Shares to CREST stock accounts
(uncertificated holders only)

Expected date of despatch of definitive                 by       25 January
share certificates for New Ordinary
Shares in certificated form

Notes:

(i) Each of the times and dates set out in the above timetable and mentioned
throughout this announcement is subject to change by the Company, with the
agreement of Numis Securities Limited and Ironshield Capital Management LLP, in
which event details of the new times and dates will be notified to the London
Stock Exchange and, where appropriate, to Shareholders.

(ii) References to times in this document are to London times.

A copy of the Prospectus is available from the Company's website at
www.smcgroupplc.com. Copies of the Prospectus will also be available free of
charge from the offices of Rosenblatt Solicitors at 9-13 St. Andrew Street,
London EC4A 3AF during normal office hours on any weekday (Saturday and public
holidays excepted) for a period of not less than one month from the date of
Admission.

For further information:

SMC Group Plc                        Tel: +44 (0)20 7495 5335
Rob Boardman

Numis Securities Limited             Tel: +44 (0)20 7776 1500
Stuart Skinner/Brent Nabbs/James
Serjeant

Bell Pottinger Corporate & Financial Tel: +44 (0)20 7861 3232
David Rydell/Chris Hamilton

The Directors of SMC have taken all reasonable care to ensure that the
information contained in this announcement is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect the
import of such information.

Numis, which is authorised and regulated in the UK by the Financial Services
Authority, is acting as Nominated Adviser exclusively to the Company and no one
else in connection with the Open Offer and the admission of the New Ordinary
Shares to trading on AIM and will not be responsible to anyone other than the
Company for providing the protection afforded to clients of Numis or for
providing advice in relation to the Open Offer, the proposed admission to
trading on AIM, or any other matters referred to in this announcement.

The release, publication or distribution of this announcement into certain
jurisdictions other than the UK may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulation of such jurisdictions.

A combined circular to shareholders containing both the notice of the General
Meeting and the prospectus relating to the Open Offer (the "Prospectus") has
been despatched to shareholders today. The Prospectus gives further details of
the Open Offer and contains a notice of a General Meeting to approve certain
resolutions necessary to implement the Open Offer, expected to be held at 10.00
a.m. on 14 January 2008 at the Barry Room, Royal Institute of British
Architects, 66 Portland Place, London W1B 1AD. The Prospectus gives further
details of the Open Offer, the New Ordinary Shares to be offered pursuant to the
Open Offer, the Rule 9 Waiver and the Company's business.

This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States, Australia,
Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South
Africa and does not constitute, or form part of, an offer or the solicitation of
an offer, or inducement, or invitation to subscribe for, buy, underwrite or
otherwise acquire, any rights, shares or other securities, nor the solicitation
of any vote or approval in any jurisdiction, nor shall there be any sale, issue
or transfer of shares in the Company in any jurisdiction in contravention of
applicable law. Any offer, invitation or inducement to acquire shares in the
Company will be made solely by means of the Prospectus, as updated by any
supplementary prospectuses, and the Application Form and any decision to keep,
buy or sell shares in the Company should be made solely on the basis of the
information contained in such document(s).

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the
New Ordinary Shares or the accuracy or adequacy of this announcement or the
Prospectus. The securities referred to herein have not been and will not be
registered under the US Securities Act and may not be sold or offered in the
United States unless registered under the US Securities Act or any applicable
exemption from such registration. No public offering of New Ordinary Shares will
be made in the United States, Australia, Canada, Japan, New Zealand, the
Republic of Ireland or the Republic of South Africa.

                                    - ends -




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

END
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