21 February 2007

Not for release, publication or distribution in, into or from the United States or Canada or
any other jurisdiction if to do so would constitute a violation of the relevant laws of such
jurisdiction.


OFFER UPDATE

RECOMMENDED CASH OFFER FOR UCM GROUP PLC

BY

IMERYS UK LIMITED

Further to the announcement made on 15 February 2007 by Imerys UK of a recommended
cash offer to be made by Imerys UK to acquire the entire issued and to be issued share capital
of UCM (the “Offer Announcement"), Imerys UK discloses, in accordance with Rule 8.4 of
the City Code on Takeovers and Mergers, that it has obtained an irrevocable undertaking from
AXA Framlington Investment Management Ltd to use all reasonable endeavours to procure
the acceptance of the Offer in respect of an additional 2,064,368 UCM Shares, representing
8.6 per cent. of the existing issued ordinary share capital of UCM.

Following the receipt of the irrevocable undertakings referred to above, Imerys UK has now
received irrevocable undertakings to accept, or procure or use all reasonable or best
endeavours to procure the acceptance of, the Offer in respect of a total of 11,188,954 UCM
Shares, representing approximately 46.8 per cent. of the existing issued ordinary share capital
of UCM.

Including the irrevocable undertakings referred to above, and the irrevocable undertakings
referred to in the Announcement, the following holders of UCM Shares have now given
irrevocable undertakings to accept, or procure or use all reasonable or best endeavours to
procure the acceptance of, the Offer:


Name of shareholder giving irrevocable undertaking Total number of UCM
to accept or procure acceptance of the Offer Shares in respect of which
undertakings given

Rights & Issues Investment Trust PLC 2,500,000
AXA Framlington Investment Management Ltd** 2,064,368
Discretionary Unit Fund Managers Ltd* 1,535,511
Progressive Value Management Limited 1,000,000


Hughes R Esq 360,427
Hughes D M Mrs 528,263
Johnson W R Esq 941,120




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Brundell J K Esq** 500,000
Dughan T G Esq 1,136,595
Dughan S M Mrs 11,070
Fisher I Esq 85,000
Fookes M Esq 423,100
Gordon J E Esq 103,500
Total irrevocable undertakings given 11,188,954

* undertaking to use best endeavours to procure acceptance of the Offer
** undertaking to use all reasonable endeavours to procure acceptance of the Offer

The irrevocable undertakings from the Directors, namely J K Brundell, T G Dughan, I Fisher,
M Fookes and J E Gordon, and their related parties and the irrevocable undertakings from two
former directors of UCM, namely R Hughes and W R Johnson, and their related parties
continue to be binding even in the event of a competing offer being made for UCM unless and
until the Offer lapses or is withdrawn.
The irrevocable undertakings from Rights & Issues Investment Trust PLC, Discretionary Unit
Fund Managers Ltd and AXA Framlington Investment Management Ltd will cease to be
binding if a competing offer is made for UCM where the value of such offer is not less than
ten per cent. higher than the Offer Price or if the Offer lapses or is withdrawn.
The irrevocable undertaking from Progressive Value Management Limited will cease to be
binding if a competing offer is made for UCM where the value of such offer is not less than
five per cent. higher than the Offer Price or if the Offer lapses or is withdrawn.


Enquiries:

Imerys S.A. +33 (0)1 49 55 66 55
Isabelle Biarnès – Financial Communication

N M Rothschild & Sons Limited, financial advisers to Imerys UK +44 (0)20 7280 5000
John Deans
Charles Montgomerie

UCM +44 (0)178 522 3122
John Gordon – Non-Executive Chairman
Jamie Brundell – Chief Executive Officer
Melvyn Fookes – Chief Financial Officer

Ernst & Young, financial advisers to UCM +44 (0)20 7951 2000
Ken Williamson
John Stephan

Weber Shandwick, PR advisers to UCM +44 (0)20 7067 0700
Terry Garrett
Stephanie Badjonat


Terms defined in the Announcement shall have the same meanings in this announcement.




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This announcement does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer Document and the Form of
Acceptance, which will contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted. UCM Shareholders are advised to read carefully the formal
documentation in relation to the Offer (including, without limitation, the Offer Document and
the Form of Acceptance).
Unless otherwise determined by Imerys UK 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, the United States, Canada or any
other 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, the United States, Canada or any other 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 UCM Shareholders 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,
any applicable legal or regulatory requirements of those jurisdictions.
N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Imerys UK and Imerys S.A. and
no-one else in connection with the Offer and will not be responsible to anyone other than
Imerys UK and Imerys S.A. for providing the protections afforded to clients of Rothschild nor
for providing advice in relation to the Offer or any other matters referred to in this
announcement.
Ernst & Young, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for UCM and no-one else in connection with the
Offer and will not be responsible to anyone other than UCM for providing the protections
afforded to clients of Ernst & Young nor for providing advice in relation to the Offer or any
other matters referred to in this announcement.




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