2IL Orthopaedics Ltd Offer for Corin Group PLC

  2IL Orthopaedics Ltd - Offer for Corin Group PLC

RNS Number : 8310Q
2IL Orthopaedics Limited
12 November 2012


PART I



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION  (IN WHOLE OR IN PART),  DIRECTLY 
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR  JAPAN 
OR ANY OTHER JURISDICTION WHERE TO DO  SO WOULD CONSTITUTE A VIOLATION OF  THE 
RELEVANT LAWS OF SUCH JURISDICTION



FOR IMMEDIATE RELEASE



12 November 2012



                            RECOMMENDED CASH OFFER

                                      

                                      By

                                      

                           2IL ORTHOPAEDICS LIMITED

                                      

                                     For

                                      

                               CORIN GROUP PLC





· The  Boards of  2IL Orthopaedics  Limited ("2IL")  and Corin  Group  PLC 
("Corin") are pleased  to announce  that they  have reached  agreement on  the 
terms of a recommended cash offer to be made by 2IL for the entire issued  and 
to be issued share capital of Corin (the "Offer").



· Under the terms of the Offer:

Corin Shareholders will receive 70 pence in cash per Corin Share.



· The Offer represents a premium of:



(i) 21.7 per cent. to the Closing Price of 57.5 pence per Corin
Share  on  5  November  2012  (being  the  last  Business  Day  prior  to  the 
announcement by Corin that it was in advanced discussions with 2IL);



(ii) 33.5 per cent. to the average Closing Price per Corin Share
of approximately 52.4 pence  over the six month  period ended 5 November  2012 
(being the last Business Day prior to the announcement by Corin that it was in
advanced discussions with 2IL); and



(iii) 98.6 per cent. to the lowest Closing Price per Corin  Share 
of 35.3 pence over the 12 month  period ended 5 November 2012 (being the  last 
Business Day  prior to  the announcement  by  Corin that  it was  in  advanced 
discussions with 2IL).



· The  Offer values  the entire  issued and  to be  issued ordinary  share 
capital of Corin at approximately £30.5 million (assuming the exercise of  all 
outstanding options which carry  an exercise price of  less than 70 pence  per 
share, net of proceeds).



· 2IL is a  new company incorporated  in England and  Wales that has  been 
formed by the 2IL Shareholders for the purpose of making the Offer.



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



· Accordingly, the  Corin Directors intend  to recommend unanimously  that 
Corin Shareholders accept the Offer, as they have irrevocably undertaken to do
in respect of their entire beneficial holdings, which, in aggregate, amount to
75,000 Corin  Shares, representing  approximately 0.18  per cent.  of  Corin's 
issued ordinary share capital.



· As  at the  date  of this  announcement,  2IL has  received  irrevocable 
undertakings to accept  the Offer in  respect of a  total of 14,756,084  Corin 
Shares, representing, in  aggregate, approximately 34.5  per cent. of  Corin's 
existing issued share capital, comprised as follows:



o from each  of the  Corin Directors in  respect of  their entire  beneficial 
holdings which  amount to  75,000 Corin  Shares, representing,  in  aggregate, 
approximately 0.18 per cent.  of the existing issued  share capital of  Corin; 
and



o from certain  institutional investor Corin  Shareholders, namely  Aberforth 
Partners LLP  and  Schroder  Investment  Management  Limited,  in  respect  of 
14,681,084 Corin  Shares representing,  in aggregate,  approximately 34.3  per 
cent. of the existing issued share capital of Corin.



· Further,  2IL  has received  letters  of  intent from  Legal  &  General 
Investment  Management  Limited  and  BlackRock  Investment  Management   (UK) 
Limited,  to  accept  the  Offer  in  respect  of  10,277,394  Corin   Shares, 
representing, in  aggregate,  24.0 per  cent.  of the  existing  issued  share 
capital of Corin.



Commenting on the Offer, Linda Wilding, Chairman of Corin said:



"Under Peter Huntley's  leadership, Corin  has significantly  invested in  and 
successfully developed a range of new  and revised hip and knee products.  It 
now has a comprehensive  product portfolio showing  good organic growth  which 
has substantially  reduced the  Group's historical  reliance on  its metal  on 
metal products.



The Group is now successfully competing on the world stage but in an  industry 
dominated by much larger  players, lacks the necessary  scale to leverage  its 
investments and operational infrastructure.



Today's offer enables shareholders  to realise a  significant cash premium  to 
Corin's recent  share price  and provides  an attractive  opportunity for  our 
customers and employees to benefit from the further investments planned in the
Group."



Commenting on the Offer, Marco Fumagalli, Director of 2IL said:



"Peter began  the task  of turning  Corin into  an expanding  medical  devices 
business with a platform of fantastic modern products. We are delighted to  be 
able to offer a growing future to the business and look forward to  completing 
our offer and working with all at Corin to deliver our goals."



This summary should be read in conjunction with the full text of the following
announcement including  the Appendices.  The Conditions  and certain  further 
terms of the Offer are set out  in Appendix I to this announcement.  Appendix 
II contains  details of  the irrevocable  undertakings and  letters of  intent 
given to 2IL. Appendix III sets out the source and bases of certain financial
and other information  contained in this  announcement. Appendix IV  contains 
the definitions of certain terms used in this announcement.



Enquiries
Panmure Gordon, financial adviser to 2IL        + 44 (0)20 7886 2500
Tim Linacre
Giles Stewart

Callum Stewart
Corin Group plc                                 + 44 (0)1285 659 866
Linda Wilding, Chairman

Peter Huntley, CEO
Rothschild, financial adviser to Corin          + 44 (0)20 7280 5000
Julian Hudson

James Lyons
College Hill, public relations adviser to Corin +44 (0) 20 7457 2020
Adrian Duffield

Rozi Morris
Numis Securities, broker to Corin               +44 (0)20 7260 1000
Michael Meade

James Black

Rupert Krefting



Further information



This announcement is for information only and is not intended to and does  not 
constitute, or form part of,  any offer to sell  or invitation to purchase  or 
subscribe for any securities, or any  solicitation of any vote or approval  in 
any jurisdiction  pursuant to  the  Offer or  otherwise.  The Offer  will  be 
effected solely through the Offer Document,  which, together with the Form  of 
Acceptance (in relation to Corin  Shareholders holding shares in  certificated 
form only) will contain the full  details, terms and conditions of the  Offer, 
including the details of how to accept the Offer. This announcement has  been 
issued by and is the sole responsibility of 2IL.



Any decision  regarding  the  Offer  should  be made  only  on  the  basis  of 
information referred to in the Offer Document and the Form of Acceptance which
2IL  intends  to  despatch  shortly   to  Corin  Shareholders,  persons   with 
information rights and,  for information  only, to participants  in the  Corin 
Share Incentive Schemes.



Please be  aware  that  addresses,  electronic  addresses  and  certain  other 
information provided by  Corin Shareholders, persons  with information  rights 
and other relevant persons  in connection with  the receipt of  communications 
from Corin may be provided  to 2IL during the  Offer Period as required  under 
Section 4 of Appendix 4 to the Takeover Code.



Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for 2IL and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than  2IL for providing  the protections afforded  to clients  of 
Panmure Gordon nor for providing advice  in connection with the Offer or  this 
announcement or any matter referred to herein.



Rothschild, which is  authorised and regulated  in the United  Kingdom by  the 
Financial Services Authority, is acting exclusively for Corin and no one  else 
in connection with the Offer and this announcement and will not be responsible
to anyone other than Corin for  providing the protections afforded to  clients 
of Rothschild nor for  providing advice in connection  with the Offer or  this 
announcement or any matter referred to herein.



Numis Securities, which is authorised and  regulated in the United Kingdom  by 
the Financial Services Authority, is acting  exclusively for Corin and no  one 
else in connection with the Offer  and this announcement and is not  advising, 
or acting for, any other  person and will not  be responsible to anyone  other 
than Corin  for  providing  the  protections  afforded  to  clients  of  Numis 
Securities nor for providing  advice in connection with  the Offer or for  any 
matter referred to herein.



Overseas Shareholders



The Offer will not be made, directly or  indirectly, in or into, or by use  of 
the mails, or by any means or instrumentality (including, without  limitation, 
by means of telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or  foreign commerce of, or  any facilities of  a 
securities exchange of, the United States, Canada, Australia or Japan, and the
Offer  will  not   be  capable  of   acceptance  by  any   such  use,   means, 
instrumentality  or  facility  or  from  within  the  United  States,  Canada, 
Australia or Japan. Accordingly,  copies of this  announcement and any  other 
related document will not be, and must not be, directly or indirectly,  mailed 
or otherwise  distributed  or sent  in  or  into the  United  States,  Canada, 
Australia or Japan and persons receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or from  such 
jurisdictions as doing so may violate  the laws of such jurisdictions and  may 
make invalid any  purported acceptance  of the Offer  by persons  in any  such 
jurisdiction.



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



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



Under Rule 8.3(a) of the Code, any person  who is interested in 1% or more  of 
any class of relevant securities of an Offeree company or of any paper  bidder 
(being any  bidder  other than  a  bidder in  respect  of which  it  has  been 
announced that its offer is, or is likely to be, solely in cash) must make  an 
Opening Position Disclosure  following the  commencement of  the offer  period 
and, if later, following the announcement  in which any paper bidder is  first 
identified. An  Opening  Position  Disclosure  must  contain  details  of  the 
person's interests and short  positions in, and rights  to subscribe for,  any 
relevant securities of  each of  (i) the Offeree  company and  (ii) any  paper 
bidder(s). An Opening  Position Disclosure  by a  person to  whom Rule  8.3(a) 
applies must  be made  by no  later than  3.30 pm  (London time)  on the  10th 
business  day  following  the  commencement  of  the  offer  period  and,   if 
appropriate, by no later than 3.30 pm  (London time) on the 10th business  day 
following the  announcement in  which any  paper bidder  is first  identified. 
Relevant persons who deal in the relevant securities of the Offeree company or
of a  paper  bidder prior  to  the deadline  for  making an  Opening  Position 
Disclosure must instead make a Dealing  Disclosure. Under Rule 8.3(b) of  the 
Code, any person who is, or becomes, interested in 1% or more of any class  of 
relevant securities of the Offeree company or of any paper bidder must make  a 
Dealing Disclosure  if the  person deals  in any  relevant securities  of  the 
Offeree company or  of any  paper bidder.  A Dealing  Disclosure must  contain 
details of  the dealing  concerned and  of the  person's interests  and  short 
positions in, and rights to subscribe for, any relevant securities of each  of 
(i) the Offeree company  and (ii) any  paper bidder, save  to the extent  that 
these  details  have  previously  been  disclosed  under  Rule  8.  A  Dealing 
Disclosure by a person to  whom Rule 8.3(b) applies must  be made by no  later 
than 3.30 pm  (London time)  on the  business day  following the  date of  the 
relevant dealing.



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



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



Details of  the Offeree  and bidder  companies in  respect of  whose  relevant 
securities Opening Position Disclosures and  Dealing Disclosures must be  made 
can be  found in  the Disclosure  Table  on the  Takeover Panel's  website  at 
www.thetakeoverpanel.org.uk, including  details  of  the  number  of  relevant 
securities in issue, when the offer  period commenced and when any bidder  was 
first identified. If you are  in any doubt as to  whether you are required  to 
make an  Opening  Position Disclosure  or  a Dealing  Disclosure,  you  should 
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.



Cautionary note regarding forward-looking statements



This announcement contains certain forward-looking statements with respect  to 
the financial condition, results of operations and business of the Corin Group
and certain plans and objectives of the boards of directors of Corin and 2IL.
These forward-looking statements can  be identified by the  fact that they  do 
not relate only  to historical or  current facts. Forward-looking  statements 
often  use  words  such  as  "anticipate",  "target",  "expect",   "estimate", 
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words of similar meaning. These statements are based on  assumptions 
and assessments made by the boards of  directors of Corin and 2IL in light  of 
their  experience  and   their  perception  of   historical  trends,   current 
conditions, expected  future  developments  and  other  factors  they  believe 
appropriate. By  their nature,  forward-looking statements  involve risk  and 
uncertainty, and the factors described in the context of such  forward-looking 
statements in this announcement could cause actual results and developments to
differ materially from those expressed  in or implied by such  forward-looking 
statements. Should one or more  of these risks or uncertainties  materialise, 
or should  underlying assumptions  prove incorrect,  actual results  may  vary 
materially from those described in this announcement. Corin and 2IL assume no
obligation  to  update   or  correct   the  information   contained  in   this 
announcement, whether  as  a  result  of new  information,  future  events  or 
otherwise, except to the extent legally required.



The statements contained in this announcement are made as at the date of  this 
announcement, unless some  other time is  specified in relation  to them,  and 
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained  in this  announcement shall  be deemed  to be  a  forecast, 
projection or estimate  of the future  financial performance of  Corin or  2IL 
except where expressly stated.



Publication of this announcement



A copy of this announcement will be available, subject to certain restrictions
relating to  persons resident  in  the United  States, Canada,  Australia  and 
Japan, on www.coringroup.com by no later than 12 noon on 13 November 2012.



Neither the  contents of  Corin's  website nor  the  contents of  any  website 
accessible  from  hyperlinks  on  such  website  (or  any  other  website)  is 
incorporated into, or forms part of, this announcement nor, unless  previously 
published by  means  of a  recognised  information service,  should  any  such 
content be relied upon in reaching  a decision regarding the matters  referred 
to in this announcement.



The Offer is subject  to the provisions of  the Takeover Code. In  accordance 
with Rule  30.4 of  the City  Code  on Takeovers  and Mergers  (the  "Takeover 
Code"), a copy of  this announcement will be  published on Corin's website  at 
www.coringroup.com.



PART II



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION  (IN WHOLE OR IN PART),  DIRECTLY 
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR  JAPAN 
OR ANY OTHER JURISDICTION WHERE TO DO  SO WOULD CONSTITUTE A VIOLATION OF  THE 
RELEVANT LAWS OF SUCH JURISDICTION



FOR IMMEDIATE RELEASE



12 November 2012



                            RECOMMENDED CASH OFFER

                                      

                                      By

                                      

                           2IL ORTHOPAEDICS LIMITED

                                      

                                     For

                                      

                               CORIN GROUP PLC





1. Introduction



The Boards of 2IL  and Corin are  pleased to announce  that they have  reached 
agreement on  the terms  of a  recommended cash  offer to  be made  by 2IL  to 
acquire the entire issued and to be issued ordinary share capital of Corin.



2. The Offer



The Offer, which  shall be  on the  terms and  subject to  the conditions  and 
further terms set  out in  the Offer  Document and,  in respect  of shares  in 
certificated form, in the accompanying Form of Acceptance, will be made on the
following basis:



 for each Corin Share 70 pence
in cash



The Offer represents a premium of:



(i) 21.7 per cent. to the Closing Price of 57.5 pence per Corin
Share  on  5  November  2012  (being  the  last  Business  Day  prior  to  the 
announcement by Corin that it was in advanced discussions with 2IL);



(ii) 33.5 per cent. to the average Closing Price per Corin Share
of approximately 52.4 pence  over the six month  period ended 5 November  2012 
(being the last Business Day prior to the announcement by Corin that it was in
advanced discussions with 2IL); and



(iii) 98.6 per cent. to the lowest Closing Price per Corin  Share 
of 35.3 pence over the 12 month  period ended 5 November 2012 (being the  last 
Business Day  prior to  the announcement  by  Corin that  it was  in  advanced 
discussions with 2IL).



The Offer values the entire issued and to be issued ordinary share capital  of 
Corin at approximately £30.5 million (assuming the exercise of all outstanding
options which carry an exercise price of less than 70 pence per share, net  of 
proceeds).



The Offer will extend to all  Corin Shares unconditionally allotted or  issued 
and fully paid on the date of the Offer (excluding any treasury shares  except 
to the extent these cease  to be held as treasury  shares before such date  as 
2IL may determine) and any Corin Shares which are unconditionally allotted  or 
issued and fully paid (including pursuant to the exercise of options under the
Corin Share Incentive Schemes) whilst the Offer remains open for acceptance or
by such earlier date  as 2IL may,  subject to the  Takeover Code, decide,  not 
being earlier than  the date on  which the Offer  becomes unconditional as  to 
acceptances.



3. Recommendation



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



Accordingly, the Corin  Directors intend to  recommend unanimously that  Corin 
Shareholders accept the Offer,  as they have irrevocably  undertaken to do  in 
respect of their entire  beneficial holdings, which,  in aggregate, amount  to 
75,000 Corin  Shares, representing  approximately 0.18  per cent.  of  Corin's 
issued ordinary share capital.



4. Background to and Reasons for the Offer



2IL  believes  that  the  acquisition   of  Corin  represents  an   attractive 
opportunity due its brand, position in  the market and its product  portfolio; 
its existing direct global sales  operation, distributor network and  customer 
relationships; and  its  potential as  a  platform for  further  growth,  both 
organically and through acquisition.



With the combined  experience and expertise  of the 2IL  Shareholders, 2IL  is 
well placed to assist Corin to  develop more rapidly and execute its  strategy 
to broaden  its  hip and  knee  portfolio;  to continue  to  innovate  through 
developing new implant solutions; and to strengthen its international revenues
by increasing its  global sales presence.  Through certain key  shareholders, 
2IL will have access  to substantial financial resources  to support Corin  by 
investing in the  business to drive  future growth and  to explore  additional 
acquisition opportunities and the application of new technologies.



5. Background to and Reasons for the Recommendation

Following a strategic review  of the Company that  was completed in the  first 
half of 2008,  Corin implemented a  revised strategy to  provide hip and  knee 
implant solutions that address  genuine clinical need  across a more  balanced 
group of growth opportunities. Over the  last four years, Corin has  executed 
this strategy by investing in its portfolio and refocusing away from metal  on 
metal bearing ("MoM") hip  products, in order to  develop a leading  portfolio 
offering a full continuum-of-care within the  hip sector and a new total  knee 
system.  Corin  now  has  a  comprehensive  product  portfolio   demonstrating 
underlying organic growth with reduced reliance on MoM products. In addition,
Corin has  successfully  built  partnerships  with  other  medical  technology 
companies to expand its product  offering, most notably through extending  the 
agreement with LARS to promote and distribute its artificial ligaments.



Despite this progress, there remain a number of significant challenges  facing 
the business:



· Corin continues to be impacted  by the industry-wide decline in MoM  hip 
products and the litigious environment surrounding this product sector;



· Corin has an international infrastructure that can support significantly
higher product volumes, however the Company has not yet built sufficient scale
to leverage fully the overheads of the business;



· Corin requires greater access to capital in order to accelerate  organic 
growth and  to allow  strategic  acquisitions to  increase  the scale  of  the 
business to optimise its overhead base; and



· Corin's share price has shown no significant appreciation in value  over 
the last four years.



In arriving at  their unanimous  decision to  recommend the  Offer, the  Corin 
Directors took into account that the terms represent a significant premium, in
cash, equivalent to:



(i) 21.7 per cent. to the Closing Price of 57.5 pence per Corin
Share  on  5  November  2012  (being  the  last  Business  Day  prior  to  the 
announcement by Corin that it was in advanced discussions with 2IL);



(ii) 33.5 per cent. to the average Closing Price per Corin Share
of approximately 52.4 pence  over the six month  period ended 5 November  2012 
(being the last Business Day prior to the announcement by Corin that it was in
advanced discussions with 2IL); and



(iii) 98.6 per cent. to the lowest Closing Price per Corin  Share 
of 35.3 pence over the 12 month  period ended 5 November 2012 (being the  last 
Business Day  prior to  the announcement  by  Corin that  it was  in  advanced 
discussions with 2IL).



In addition the  Corin Directors  have reviewed and  considered the  Company's 
recent financial performance, the outlook for the current financial year,  and 
the strategic ambitions  set out  in the  business plan  developed by  Corin's 
management under the leadership  of Peter Huntley. The  Corin Board has  also 
considered a number of alternative strategic options over the past two years.



In the light of the above factors, the Corin Directors have concluded that the
Offer Price of 70 pence per  Corin share represents an attractive  opportunity 
for Corin Shareholders to achieve a full and fair valuation in cash for  their 
shares and intend  to recommend unanimously  that Corin's Shareholders  accept 
the Offer.



6. Information Relating to 2IL and to the 2IL Shareholders



2IL is a new company incorporated in England and Wales by the 2IL Shareholders
specifically for the purpose  of making the Offer.  2IL has not traded  since 
incorporation, nor entered into any obligations other than in connection  with 
the implementation of the Offer and  no financial information is available  or 
has been published in respect of 2IL.



As at the date of  this announcement, the entire  issued share capital of  2IL 
comprises five ordinary shares  of £1.00 each and  each 2IL Shareholder  holds 
one ordinary  share of  £1.00  in the  capital of  2IL.  Details of  the  2IL 
Shareholders are as follows:



IP



IP is a private and independent  investment company controlled by the  Denegri 
family.  Based  in  Italy,  it   operates  in  Europe  and   internationally, 
specialising in leveraged buy-outs and management buy-outs and mainly  focused 
on investments in the healthcare sector. IP is the controlling shareholder of
Diasorin S.p.A, a diagnostic company listed on Borsa Italiana S.p.A (the Milan
stock exchange) with a market capitalisation of approximately €1,500 million.
The current value of IP's portfolio is approximately €700 million.

Hunt Capital

Hunt Capital is a special purpose vehicle controlled by Volk Capital  Limited, 
a company indirectly owned and controlled by Mr Marcello Comoli. Avior SA,  a 
company whose  ultimate beneficial  owners are  members of  the Rossi  family, 
holds a 40 per cent. interest in Hunt Capital.

IDeA

IDeA is an  Italian closed-end  fund reserved to  qualified investors,  taking 
minority stakes in select co-investment and club deal opportunities  alongside 
professional investors  which is  managed by  IDeA Capital  Funds SGR  SPA,  a 
leading independent  Italian management  company of  private equity  funds  of 
funds and direct investments through private equity direct funds with domestic
and international exposure.  The business is  regulated by both  the Bank  of 
Italy and Consob (the  Italian financial regulator). IDeA  is based in  Italy 
and is fully owned by DeA Capital SPA, an Italian listed company.

Stefano Alfonsi

Stefano Alfonsi has many years' experience  at senior management level in  the 
healthcare sector, including at  Johnson and Johnson,  DePuy and Covidien  and 
most recently as Chief Executive Officer of Lima Corporate.

The John Trustees

The Gerald John Primary Trust is  a discretionary trust established by  Gerald 
John's late father Derek Richard John  for the benefit of Gerald Richard  John 
and his descendants, the spouses and widows  of any of the aforegoing and  any 
trust established  for  the benefit  directly  or  indirectly of  any  of  the 
aforegoing. Gerald  John  has  significant and  relevant  experience  in  the 
healthcare sector. He  has owned and  operated a market-leading  orthopaedics 
distributor in South Africa with more than  a 50 per cent. market share  prior 
to its sale to Johnson and Johnson.

7. Information Relating to Corin



Corin is  a  leading designer,  manufacturer  and distributor  of  orthopaedic 
products which has  pioneered a  number of  landmark orthopaedic  developments 
since being established in 1985.  Corin's portfolio of products includes  the 
Cormet, Trinity, TriFit, MiniHip and  MetaFix hip replacement technologies  as 
well as  the Uniglide,  Unity Knee  and Rotaglide  knee replacement  systems. 
Corin's wider portfolio includes the Zenith total ankle replacement system and
the LARS soft tissue  treatment options. Using its  own sales teams  combined 
with a global network of trusted distributors, Corin supplies the  orthopaedic 
market throughout the world.



Further information relating to Corin will be contained in the Offer Document.



8. Irrevocable Undertakings and Letters of Intent



2IL has received irrevocable undertakings to accept the Offer in respect of  a 
total of 14,756,084  Corin Shares, representing,  in aggregate,  approximately 
34.5 per cent. of Corin's existing issued share capital, comprised as follows:



(a) from  each of  the Corin  Directors in  respect of  their  entire 
beneficial  holdings.  Those   holdings  amount  to   75,000  Corin   Shares, 
representing, in  aggregate,  approximately 0.18  per  cent. of  the  existing 
issued share capital of Corin.  These irrevocable undertakings will  continue 
to be binding even in the event of a higher offer for Corin;



(b) from Aberforth Partners LLP in  respect of its entire holding  of 
6,848,499 Corin  Shares,  representing approximately  16.0  per cent.  of  the 
existing issued share  capital of Corin.  This undertaking will  cease to  be 
binding if an announcement is made in accordance with Rule 2.7 of the Code  of 
a competing offer which represents, in the opinion of Aberforth Partners  LLP, 
a value of not less  than 7 pence per Corin  Share more than the Offer  Price; 
and



(c) from Schroder  Investment Management  Limited in  respect of  its 
entire holding of 7,832,585 Corin Shares,  representing 18.3 per cent. of  the 
existing issued share  capital of Corin.  This undertaking will  cease to  be 
binding if a third party announces a firm intention to make or makes a general
offer to acquire  the whole  of the  issued and  to be  issued ordinary  share 
capital of  Corin  on  terms  which represent  (in  the  opinion  of  Schroder 
Investment Management Limited)  an improvement of  10 per cent.  on the  Offer 
Price.



In addition, 2IL has also  received letters of intent  to accept the Offer  in 
respect of, in aggregate, 10,277,394 Corin Shares, representing  approximately 
24.0 per cent.  of the existing  issued share capital  of Corin, comprised  as 
follows:



(d) from Legal & General  Investment Management Limited, in respect  of 
6,225,047 Corin Shares,  representing 14.5  per cent. of  the existing  issued 
share capital of Corin; and



(e) from BlackRock  Investment Management (UK)  Limited, in respect  of 
such Corin Shares the voting rights to which it is able to control at the time
at which it accepts  the Offer. As set  out in such letter  of intent, at  the 
close of business  on 9  November 2012, BlackRock  Investment Management  (UK) 
Limited controlled 4,052,347 Corin Shares,  representing 9.5 per cent. of  the 
existing issued share capital of Corin.



9. Financing the Offer



The consideration payable under the Offer will be funded entirely through  the 
existing cash resources of the 2IL  Shareholders, with no requirement for  any 
funding from third party providers  of debt finance to 2IL  or any of the  2IL 
Shareholders. Details of the  equity financing structure will  be set out  in 
the Offer Document.



Panmure Gordon,  financial  adviser  to  2IL,  is  satisfied  that  sufficient 
resources are available to satisfy in  full the cash consideration payable  to 
Corin Shareholders under the terms of the Offer.



10. Management and Employees



2IL holds  in very  high  regard the  achievements  and expertise  of  Corin's 
management and employees. Accordingly, the Board of 2IL has given  assurances 
to the  Board  of  Corin that,  upon  the  Offer becoming  or  being  declared 
unconditional in all  respects, the  existing employment rights  of all  Corin 
Group employees will continue  to be safeguarded and  their accrued rights  to 
pensions benefits protected. 2IL's plans do not involve any material change to
the conditions of employment of Corin's  employees, nor are there any  current 
plans to change the principal locations of Corin's business.



Stefano Alfonsi will be appointed Chief Executive Officer of Corin subject  to 
and with effect from the Offer becoming or being declared unconditional in all
respects. 2IL has  agreed that,  upon the  Offer becoming  or being  declared 
unconditional in all respects, the  current Chief Executive Officer of  Corin, 
Peter Huntley, will assist Stefano Alfonsi and the management team with a view
to a smooth handover of operations for a short period before leaving the Corin
business. Terms have been agreed pursuant to which Peter Huntley will receive
an amount equal to his annual salary in lieu of his entitlement to a 12  month 
notice period under his service contract.



The Chairman  and David  Young have  agreed  to resign  from the  Corin  Board 
subject to  and  with  effect  from  the  Offer  becoming  or  being  declared 
unconditional in all respects. Terms have  been agreed pursuant to which  the 
Chairman and David Young will each receive an amount equal to one month's  fee 
due  under  their  respective  letters   of  appointment,  in  each  case   in 
compensation for loss of office  and in full and  final settlement of all  and 
any claims he or she may have against the Corin Group in respect of his or her
holding office.

11. Corin Share Incentive Schemes



The Offer extends to  any Corin Shares which  are unconditionally allotted  or 
issued whilst  the Offer  remains  open for  acceptance  (or by  such  earlier 
time(s) and/or date(s) as  2IL may, subject to  the Takeover Code and/or  with 
the consent of the Panel, determine) as a result of the exercise of options or
other awards granted under the Corin Share Incentive Schemes.

As soon as practicable after the despatch of the Offer Document, 2IL will make
appropriate proposals to participants in the Corin Share Incentive Schemes  to 
the extent  that  their  options  or awards  granted  under  the  Corin  Share 
Incentive  Schemes  have  not  been  exercised.  As  at  the  date  of   this 
announcement, there  were outstanding  options  granted over  1,119,585  Corin 
Shares at an exercise price lower than the Offer Price.

12. CompulsoryAcquisition, Delisting and  Cancellation of Trading  in 
Corin Shares



If 2IL receives acceptances  under the Offer in  respect of, and/or  otherwise 
acquires, both 90 per cent. or more in value of the Corin Shares to which  the 
Offer relates and 90 per cent. or  more of the voting rights carried by  those 
shares, and assuming that all of the  other conditions of the Offer have  been 
satisfied or waived (if capable of being waived), 2IL intends to exercise  its 
rights in accordance  with sections  974 to  991 of  the 2006  Act to  acquire 
compulsorily the remaining Corin Shares on the same terms as the Offer.



Following the Offer becoming or  being declared unconditional in all  respects 
and subject to any  applicable requirements of the  UK Listing Authority,  2IL 
intends to procure  that Corin  applies to the  UK Listing  Authority for  the 
removal of  Corin  Shares from  the  Official List  and  to the  London  Stock 
Exchange for cancellation of trading in Corin Shares on its market for  listed 
securities. It  is anticipated  that such  cancellation will  take effect  no 
earlier than  20  Business  Days  after  the  Offer  becomes  or  is  declared 
unconditional in all respects.  Delisting and the  cancellation of trading  of 
Corin Shares will significantly reduce the liquidity and marketability of  any 
Corin Shares not acquired by 2IL.



13. Disclosure of Interests in Relevant Securities



2IL confirms that it is today  making an Opening Position Disclosure,  setting 
out the  details required  to be  disclosed by  it under  Rule 8.1(a)  of  the 
Takeover Code.



14. Documentation



The Offer Document will be published  and sent to Corin Shareholders and,  for 
information only, to  participants in  the Corin Share  Incentive Schemes,  as 
soon as reasonably practicable following and, in any event, within 28 days of,
the date of this announcement and  will be available on www.coringroup.com  by 
no later than 12 noon on the  business day following posting. A copy of  this 
announcement, together with the irrevocable undertakings and letters of intent
referred to above, will  be made available on  www.coringroup.com by no  later 
than 12 noon on 13 November 2012 until the Offer closes.



Enquiries
Panmure Gordon, financial adviser to 2IL        + 44 (0)20 7886 2500
Tim Linacre
Giles Stewart

Callum Stewart
Corin Group plc                                 +44 (0)1285 659 866
Linda Wilding, Chairman

Peter Huntley, CEO
Rothschild, financial adviser to Corin          + 44 (0)20 7280 5000
Julian Hudson

James Lyons


College Hill, public relations adviser to Corin +44 (0)20 7457 2020

Adrian Duffield

Rozi Morris
Numis Securities, broker to Corin               +44 (0)20 7260 1000

Michael Meade

James Black

Rupert Krefting





Further information



This announcement is for information only and is not intended to and does  not 
constitute, or form part of,  any offer to sell  or invitation to purchase  or 
subscribe for any securities, or any  solicitation of any vote or approval  in 
any jurisdiction  pursuant to  the  Offer or  otherwise.  The Offer  will  be 
effected solely through the Offer Document,  which, together with the Form  of 
Acceptance (in relation to Corin  Shareholders holding shares in  certificated 
form only) will contain the full  details, terms and conditions of the  Offer, 
including the details of how to accept the Offer. This announcement has  been 
issued by and is the sole responsibility of 2IL.



Any decision  regarding  the  Offer  should  be made  only  on  the  basis  of 
information referred to in the Offer Document and the Form of Acceptance which
2IL  intends  to  despatch  shortly   to  Corin  Shareholders,  persons   with 
information rights and,  for information  only, to participants  in the  Corin 
Share Incentive Schemes.



Please be  aware  that  addresses,  electronic  addresses  and  certain  other 
information provided by  Corin Shareholders, persons  with information  rights 
and other relevant persons  in connection with  the receipt of  communications 
from Corin may be provided  to 2IL during the  Offer Period as required  under 
Section 4 of Appendix 4 to the Takeover Code.



Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for 2IL and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than  2IL for providing  the protections afforded  to clients  of 
Panmure Gordon nor for providing advice  in connection with the Offer or  this 
announcement or any matter referred to herein.



Rothschild, which is  authorised and regulated  in the United  Kingdom by  the 
Financial Services Authority, is acting exclusively for Corin and no one  else 
in connection with the Offer and this announcement and will not be responsible
to anyone other than Corin for  providing the protections afforded to  clients 
of Rothschild nor for  providing advice in connection  with the Offer or  this 
announcement or any matter referred to herein.



Numis Securities, which is authorised and  regulated in the United Kingdom  by 
the Financial Services Authority, is acting  exclusively for Corin and no  one 
else in connection with the Offer  and this announcement and is not  advising, 
or acting for, any other  person and will not  be responsible to anyone  other 
than Corin  for  providing  the  protections  afforded  to  clients  of  Numis 
Securities nor for providing  advice in connection with  the Offer or for  any 
matter referred to herein.



Overseas Shareholders



The Offer will not be made, directly or  indirectly, in or into, or by use  of 
the mails, or by any means or instrumentality (including, without  limitation, 
by means of telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or  foreign commerce of, or  any facilities of  a 
securities exchange of, the United States, Canada, Australia or Japan, and the
Offer  will  not   be  capable  of   acceptance  by  any   such  use,   means, 
instrumentality  or  facility  or  from  within  the  United  States,  Canada, 
Australia or Japan. Accordingly,  copies of this  announcement and any  other 
related document will not be, and must not be, directly or indirectly,  mailed 
or otherwise  distributed  or sent  in  or  into the  United  States,  Canada, 
Australia or Japan and persons receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or from  such 
jurisdictions as doing so may violate  the laws of such jurisdictions and  may 
make invalid any  purported acceptance  of the Offer  by persons  in any  such 
jurisdiction.



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



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



Under Rule 8.3(a) of the Code, any person  who is interested in 1% or more  of 
any class of relevant securities of an Offeree company or of any paper  bidder 
(being any  bidder  other than  a  bidder in  respect  of which  it  has  been 
announced that its offer is, or is likely to be, solely in cash) must make  an 
Opening Position Disclosure  following the  commencement of  the offer  period 
and, if later, following the announcement  in which any paper bidder is  first 
identified. An  Opening  Position  Disclosure  must  contain  details  of  the 
person's interests and short  positions in, and rights  to subscribe for,  any 
relevant securities of  each of  (i) the Offeree  company and  (ii) any  paper 
bidder(s). An Opening  Position Disclosure  by a  person to  whom Rule  8.3(a) 
applies must  be made  by no  later than  3.30 pm  (London time)  on the  10th 
business  day  following  the  commencement  of  the  offer  period  and,   if 
appropriate, by no later than 3.30 pm  (London time) on the 10th business  day 
following the  announcement in  which any  paper bidder  is first  identified. 
Relevant persons who deal in the relevant securities of the Offeree company or
of a  paper  bidder prior  to  the deadline  for  making an  Opening  Position 
Disclosure must instead make a Dealing  Disclosure. Under Rule 8.3(b) of  the 
Code, any person who is, or becomes, interested in 1% or more of any class  of 
relevant securities of the Offeree company or of any paper bidder must make  a 
Dealing Disclosure  if the  person deals  in any  relevant securities  of  the 
Offeree company or  of any  paper bidder.  A Dealing  Disclosure must  contain 
details of  the dealing  concerned and  of the  person's interests  and  short 
positions in, and rights to subscribe for, any relevant securities of each  of 
(i) the Offeree company  and (ii) any  paper bidder, save  to the extent  that 
these  details  have  previously  been  disclosed  under  Rule  8.  A  Dealing 
Disclosure by a person to  whom Rule 8.3(b) applies must  be made by no  later 
than 3.30 pm  (London time)  on the  business day  following the  date of  the 
relevant dealing.



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



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



Details of  the Offeree  and bidder  companies in  respect of  whose  relevant 
securities Opening Position Disclosures and  Dealing Disclosures must be  made 
can be  found in  the Disclosure  Table  on the  Takeover Panel's  website  at 
www.thetakeoverpanel.org.uk, including  details  of  the  number  of  relevant 
securities in issue, when the offer  period commenced and when any bidder  was 
first identified. If you are  in any doubt as to  whether you are required  to 
make an  Opening  Position Disclosure  or  a Dealing  Disclosure,  you  should 
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.



Cautionary note regarding forward-looking statements



This announcement contains certain forward-looking statements with respect  to 
the financial condition, results of operations and business of the Corin Group
and certain plans and objectives of the boards of directors of Corin and 2IL.
These forward-looking statements can  be identified by the  fact that they  do 
not relate only  to historical or  current facts. Forward-looking  statements 
often  use  words  such  as  "anticipate",  "target",  "expect",   "estimate", 
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words of similar meaning. These statements are based on  assumptions 
and assessments made by the boards of  directors of Corin and 2IL in light  of 
their  experience  and   their  perception  of   historical  trends,   current 
conditions, expected  future  developments  and  other  factors  they  believe 
appropriate. By  their nature,  forward-looking statements  involve risk  and 
uncertainty, and the factors described in the context of such  forward-looking 
statements in this announcement could cause actual results and developments to
differ materially from those expressed  in or implied by such  forward-looking 
statements. Should one or more  of these risks or uncertainties  materialise, 
or should  underlying assumptions  prove incorrect,  actual results  may  vary 
materially from those described in this announcement. Corin and 2IL assume no
obligation  to  update   or  correct   the  information   contained  in   this 
announcement, whether  as  a  result  of new  information,  future  events  or 
otherwise, except to the extent legally required.



The statements contained in this announcement are made as at the date of  this 
announcement, unless some  other time is  specified in relation  to them,  and 
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained  in this  announcement shall  be deemed  to be  a  forecast, 
projection or estimate  of the future  financial performance of  Corin or  2IL 
except where expressly stated.



Publication of this announcement



A copy of this announcement will be available, subject to certain restrictions
relating to  persons resident  in  the United  States, Canada,  Australia  and 
Japan, on www.coringroup.com by no later than 12 noon on 13 November 2012.



Neither the  contents of  Corin's  website nor  the  contents of  any  website 
accessible  from  hyperlinks  on  such  website  (or  any  other  website)  is 
incorporated into, or forms part of, this announcement nor, unless  previously 
published by  means  of a  recognised  information service,  should  any  such 
content be relied upon in reaching  a decision regarding the matters  referred 
to in this announcement.



The Offer is subject  to the provisions of  the Takeover Code. In  accordance 
with Rule  30.4 of  the City  Code  on Takeovers  and Mergers  (the  "Takeover 
Code"), a copy of  this announcement will be  published on Corin's website  at 
www.coringroup.com.



                                  APPENDIX I



                           COnditions of the Offer



The Offer will be conditional upon:



(a) valid acceptances  of the  Offer being received  (and not,  where 
permitted, withdrawn) by 1.00 p.m.  on the date that  is the twenty first  day 
after the date of the Offer Document (or such later time(s) and/or date(s)  as 
2IL may, subject to the  rules of the Code or  with the consent of the  Panel, 
decide) in respect of not less than 90 per cent. (or such lesser percentage as
2IL may decide) in nominal value of the shares to which the Offer relates, and
not less than 90 per  cent. (or such lesser percentage  as 2IL may decide)  of 
the voting rights carried by the  shares to which the Offer relates,  provided 
that this  condition  will not  be  satisfied unless  2IL  and/or any  of  its 
associates shall have acquired or agreed  to acquire, whether pursuant to  the 
Offer or otherwise, Corin Shares carrying in aggregate more than 50 per  cent. 
of the voting rights then exercisable at a general meeting of Corin including,
to the extent (if any) required by  the Panel, any voting rights attaching  to 
any Corin Shares which are  unconditionally allotted before the Offer  becomes 
or is declared unconditional as to acceptances pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the  purposes 
of this condition:



 (i) Corin Shares  which have been  unconditionally 
allotted shall be deemed to carry the voting rights which they will carry upon
issue; and



 (ii)  the expressions  "shares to  which the  Offer 
relates" and "associates" shall be  construed in accordance with sections  974 
to 991 of the 2006 Act;



(b) the German Federal  Cartel Office (Bundeskartellamt) (the  "FCO") 
having:



  (i)  cleared  the  Offer  following  a  Phase   1 
investigation; or



 (ii) notified 2IL or any other relevant party  that 
the Offer does not fulfil the conditions for a notification,



 or, if no such clearance or notice by the FCO is made, the  time 
limit set out in the first sentence of Section 40(1) of the German Act Against
Restraints of  Competition  (Gesetz  gegen  Wettbewerbsbeschränkungen)  having 
expired without the FCO having notified  2IL or any other relevant party  that 
it has started an in-depth investigation (Hauptprüfverfahren);



(c) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative  body, authority, court, trade  agency, 
association or  institution  or  professional or  environmental  body  in  any 
jurisdiction in which Corin carries on business (each a "Third Party")  having 
instituted, implemented or  threatened or  having announced  its intention  to 
institute, implement or threaten any action, proceedings, suit, investigation,
enquiry or reference or having required any action to be taken or  information 
to be provided or otherwise having  done anything or having made, proposed  or 
enacted any statute,  regulation, order  or decision or  having done  anything 
which would or might reasonably be expected to:



 (i) make the Offer  or its implementation, or  the 
acquisition or  the  proposed  acquisition  by 2IL  of  any  shares  or  other 
securities in, or control of, Corin  or any of its subsidiaries or  subsidiary 
undertakings  void,  illegal   or  unenforceable   under  the   laws  of   any 
jurisdiction,  or  otherwise  directly  or  indirectly  materially   restrain, 
prohibit, restrict, prevent or delay the  same to a material extent or  impose 
additional materially  adverse conditions  or financial  or other  obligations 
with  respect  thereto,  or   otherwise  materially  challenge  or   interfere 
therewith;



 (ii)  require,  prevent  or  materially  delay  the 
divestiture  or  materially  alter  the  terms  envisaged  for  any   proposed 
divestiture by any member of the Corin Group of all or any material portion of
their respective businesses,  assets or property,  or (to an  extent which  is 
material in the  context of the  Offer or the  Corin Group taken  as a  whole) 
impose any limit on  the ability of  any of them  to conduct their  respective 
businesses (or any  of them)  or to  own or  control any  of their  respective 
assets or properties or any part thereof;



 (iii) impose any  material limitation on, or  result 
in any material delay in, the ability of 2IL or any member of the Corin  Group 
to acquire, hold or exercise effectively,  directly or indirectly, all or  any 
rights of ownership of  Corin Shares or any  shares or securities  convertible 
into Corin Shares or to exercise voting or management control over any  member 
of the Corin Group in  any such case which is  material in the context of  the 
Corin Group taken as a whole;



 (iv)  require 2IL  and/or any  member of  the  Corin 
Group to acquire or offer to acquire  or repay any shares or other  securities 
in and/or indebtedness of any  member of the Corin Group  owned by or owed  to 
any Third Party in circumstances  which would impose on  2IL or any member  of 
the Corin Group  a liability which  is material  in the context  of the  Corin 
Group taken as a whole; or



 (v) otherwise  adversely affect any  or all of  the 
businesses, assets or profits or financial  or trading position of any  member 
of the Corin Group or 2IL to an extent which is material in the context of the
Offer or the Corin Group taken as a whole,



 and all applicable waiting  and other time periods during  which 
any Third  Party  could institute,  implement  or threaten  any  such  action, 
proceedings, suit, investigation, enquiry or  reference under the laws of  any 
jurisdiction in which  Corin carries  on business, having  expired, lapsed  or 
been terminated;



(d) all necessary filings and  applications having been made and  all 
necessary waiting and  other time periods  (including any extensions  thereof) 
under any applicable legislation or  regulations of any jurisdiction in  which 
Corin carries on business  having expired, lapsed or  been terminated and  all 
statutory or regulatory obligations in any jurisdiction in which Corin carries
on business having  been complied with  in each  case as may  be necessary  in 
connection with  the  Offer  and  its implementation  or  the  acquisition  or 
proposed acquisition by 2IL of any  shares or other securities in, or  control 
of, Corin  and all  authorisations,  orders, recognitions,  grants,  consents, 
clearances, confirmations, licences,  certificates, permissions and  approvals 
("Authorisations") which are material and necessary  for or in respect of  the 
Offer or the acquisition or proposed acquisition by 2IL of any shares or other
securities in, or control of,  Corin or the carrying on  by any member of  the 
Corin Group of its business or in relation to the affairs of any member of the
Corin  Group  having  been  obtained  in  terms  and  in  a  form   reasonably 
satisfactory to 2IL from  all appropriate Third Parties  or persons with  whom 
any  member  of  the  Corin  Group  has  entered  into  material   contractual 
arrangements and all such  Authorisations remaining in  full force and  effect 
and all filings necessary for such purpose having been made and there being no
notice or written intimation of any intention to revoke, suspend, restrict  or 
amend or not  renew the  same at the  time at  which the Offer  becomes or  is 
declared  wholly  unconditional  in  each  case  where  the  absence  of  such 
Authorisation would have a material adverse effect on the Corin Group taken as
a whole or on 2IL;



(e) except as publicly announced by  Corin prior to 12 November  2012 
through a Regulatory Information Service (a "RIS") or disclosed in writing  to 
2IL or its advisers prior  to 12 November 2012 or  as disclosed in the  annual 
report and accounts of  Corin for the  year ended 31 December  2011 or in  the 
interim results announcement of Corin for  the six months ended 30 June  2012, 
there being  no provision  of  any arrangement,  agreement, licence  or  other 
instrument to which any member of the Corin Group is a party or by or to which
any such member or  any of its respective  assets is or are  or may be  bound, 
entitled or subject or any circumstance which, in consequence of the making or
implementation of the Offer or the proposed acquisition of any shares or other
securities in, or  control of, Corin  by 2IL, or  because of a  change in  the 
control or management of Corin or  otherwise, could reasonably be expected  to 
result in (to an extent  which is material in the  context of the Corin  Group 
taken as a whole):



 (i)  any  indebtedness or  liabilities  actual  or 
contingent of, or any grant available to, any member of the Corin Group  being 
or becoming repayable or  capable of being  declared repayable immediately  or 
prior to its  stated maturity  or the  ability of  any such  member to  borrow 
monies or incur any  indebtedness being withdrawn or  inhibited or capable  of 
being withdrawn or inhibited;



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



 (iii) any  such arrangement,  agreement, licence  or 
instrument or the rights, liabilities, obligations, or interests of any member
of  the  Corin  Group  under  any  such  arrangement,  agreement,  licence  or 
instrument (or any arrangement, agreement,  licence or instrument relating  to 
any such right, liability, obligation, interest or business) or the  interests 
or business of any such member in  or with any other person, firm, company  or 
body being or becoming capable of being terminated or adversely modified to  a 
material extent or adversely affected to  a material extent or any  materially 
adverse action being taken or  any materially onerous obligation or  liability 
arising thereunder;



 (iv)  any asset  or interest  of any  member of  the 
Corin Group being or falling to be  disposed of or charged (otherwise than  in 
the ordinary course of business) or ceasing  to be available to any member  of 
the Corin 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 Corin Group;



 (v) any  member of  the Corin Group  ceasing to  be 
able to carry on business under any name under which it presently does so;



 (vi)  2IL or  any member  of the  Corin Group  being 
required to acquire or repay any  shares in and/or indebtedness of any  member 
of the Corin Group owned by any Third Party;



 (vii)  any material  adverse  change in  or  material 
adverse effect on  the ownership or  use of any  intellectual property  rights 
owned or used by any member of the Corin Group; or



 (viii) the creation of any material liability,  actual 
or contingent, by any such member,



 and no event having occurred  which, under any provision of  any 
such arrangement, agreement, licence or other instrument, might reasonably  be 
expected to result in any of the  events referred to in this condition (e)  to 
an extent which would be material in the context of the Corin Group taken as a
whole;



(f) since 31 December 2011 and except as disclosed in Corin's annual
report and accounts  for the year  ended 31  December 2011 or  in the  interim 
results announcement of Corin  for the six  months ended 30  June 2012, or  as 
disclosed by or on behalf of Corin to 2IL or its advisers in writing prior  to 
12 November 2012 or as otherwise publicly announced by Corin on or prior to 12
November 2012 through a RIS, no member of the Corin Group having:



 (i) issued  or agreed  to issue  or authorised  or 
proposed the  issue  of additional  shares  or  securities of  any  class,  or 
securities convertible into or exchangeable for shares, or rights, warrants or
options to subscribe for or acquire any such shares, securities or convertible
securities (save  for  issues  between  Corin  and  any  of  its  wholly-owned 
subsidiaries or between  such wholly-owned subsidiaries  and save for  options 
granted under the Corin Share Incentive Schemes before 12 November 2012 or the
issue of any Corin Shares allotted upon the exercise of options granted before
12 November  2012  under  the  Corin Share  Incentive  Schemes)  or  redeemed, 
purchased, repaid or reduced or  proposed the redemption, purchase,  repayment 
or reduction of any part of its share capital or any other securities;



  (ii)  recommended,  declared,  made  or  paid   or 
proposed to  recommend, declare,  make or  pay any  bonus, dividend  or  other 
distribution whether payable in cash or otherwise other than any  distribution 
by any wholly-owned subsidiary within the Corin Group;



 (iii)  save as  between Corin  and its  wholly-owned 
subsidiaries, or upon the  exercise of options granted  under the Corin  Share 
Incentive Schemes, effected, authorised,  proposed or announced its  intention 
to propose any change in its share or loan capital which in each case would be
material in the context of the Corin Group taken as a whole;



 (iv)  save as  between  Corin and  its  wholly-owned 
subsidiaries and  other  than pursuant  to  the Offer,  effected,  authorised, 
proposed  or  announced  its  intention  to  propose  any  merger,   demerger, 
reconstruction,  arrangement,  amalgamation,  commitment  or  scheme  or   any 
acquisition or disposal  or transfer of  assets or shares  (other than in  the 
ordinary course of business) or any right, title or interest in any assets  or 
shares or other  transaction or arrangement  in respect of  itself or  another 
member of the Corin Group which in each case would be material in the  context 
of the Corin Group taken as a whole;



 (v) acquired or  disposed of or transferred  (other 
than in the ordinary  course of trading) or  mortgaged, charged or  encumbered 
any assets or shares or any right,  title or interest in any assets or  shares 
(other than  in the  ordinary course  of trading)  or authorised  the same  or 
entered into, varied or  terminated or authorised,  proposed or announced  its 
intention  to  enter  into,  vary,  terminate  or  authorise  any   agreement, 
arrangement, contract, transaction or commitment  (other than in the  ordinary 
course of trading and whether in respect of capital expenditure or  otherwise) 
which is of a  long-term (which shall mean  for a fixed term  in excess of  12 
months and/or not terminable by  the giving of 12  months' notice or less)  or 
unusual or materially onerous nature or magnitude, or which involves or  could 
involve an obligation of an unusual or materially onerous nature or magnitude,
in each case which is  material in the context of  the Corin Group taken as  a 
whole;



  (vi)   entered   into  any   agreement,   contract, 
transaction, arrangement or commitment (other  than in the ordinary course  of 
trading) which is material in the context of the Corin Group taken as a whole;



 (vii)  entered  into  any  contract,  transaction  or 
arrangement which would be materially restrictive on the business of the Corin
Group taken as a whole;



 (viii) issued, authorised or proposed the issue of  or 
made any change in or to any debentures, or (other than in the ordinary course
of trading) incurred  or increased  any indebtedness or  liability, actual  or 
contingent, which is material  in the context  of the Corin  Group taken as  a 
whole;



 (ix) been unable  or admitted 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 a substantial part  of its business or proposed or  entered 
into any composition or voluntary arrangement with its creditors (or any class
of them)  or  the filing  at  court of  documentation  in order  to  obtain  a 
moratorium prior  to  a voluntary  arrangement  or,  by reason  of  actual  or 
anticipated financial difficulties, commenced negotiations with one or more of
its creditors with a view to rescheduling any of its indebtedness;



 (x) made,  or announced any  proposal to make,  any 
change or addition to any retirement, death or disability benefit or any other
employment-related  benefit  of  or  in  respect  of  any  of  its  directors, 
employees, former directors or former employees;



 (xi)  save as  between  Corin and  its  wholly-owned 
subsidiaries, granted any lease or third party rights in respect of any of the
leasehold or  freehold property  owned or  occupied by  it or  transferred  or 
otherwise disposed of any such property;



 (xii) entered into or varied or made any offer (which
remains open for acceptance) to  enter into or vary  the terms of any  service 
agreement with any director  or senior executive of  Corin or any director  or 
senior executive of the Corin Group;



 (xiii) taken or proposed  any corporate action or  had 
any proceedings started or threatened in writing against it for its winding-up
(voluntary or otherwise), dissolution,  striking-off or reorganisation or  for 
the appointment  of a  receiver, administrator  (including the  filing of  any 
administration application, notice of intention to appoint an administrator or
notice of appointment of  an administrator), administrative receiver,  trustee 
or similar officer of  all or any part  of its assets or  revenues or for  any 
analogous proceedings or steps in any  jurisdiction or for the appointment  of 
any analogous person in any jurisdiction;



  (xiv)  made   any  amendment  to   its  articles   of 
association;



 (xv) waived  or compromised any  claim or  authorised 
any such waiver or compromise, save in the ordinary course of business,  which 
is material in the context of the Corin Group taken as a whole;



 (xvi) taken, entered into or had started or threatened
against it in writing in a jurisdiction outside England and Wales any form  of 
insolvency proceeding  or event  similar or  analogous to  any of  the  events 
referred to in condition (f) (ix) or condition (f) (xiii) above; or



  (xvii)  agreed  to  enter  into  or  entered  into  an 
agreement or arrangement or commitment  or passed any resolution or  announced 
any intention  with respect  to any  of the  transactions, matters  or  events 
referred to in this condition (f);



(g) except as publicly announced by  Corin prior to 12 November  2012 
through a RIS  or disclosed  in writing  to 2IL or  its advisers  prior to  12 
November 2012 and save as disclosed in the annual report and accounts of Corin
for the  financial  year  ended  31  December  2011  in  the  interim  results 
announcement of Corin  for the six  months ended  30 June 2012,  or the  Offer 
Document, since 31 December 2011:



 (i) there having  been no material adverse  change 
or deterioration in  the business,  assets, financial or  trading position  or 
profits of the Corin Group taken as a whole;



   (ii)   no   material   litigation,    arbitration 
proceedings, prosecution or other legal proceedings to which any member of the
Corin Group or its distributors is or may become a party (whether as  claimant 
or defendant or  otherwise), and no  material enquiry or  investigation by  or 
complaint or reference to any Third Party, against or in respect of any member
of the Corin  Group or its  distributors, having been  threatened in  writing, 
announced or instituted or remaining outstanding by, against or in respect  of 
any member of the Corin Group in any  way which is material in the context  of 
the Corin Group taken as a whole; and



 (iii) no contingent or other liability having arisen
or become apparent  or increased which  might be reasonably  likely in  either 
case to have a material adverse effect on the Corin Group taken as a whole;



(h) except as publicly announced by  Corin prior to 12 November  2012 
through a RIS  or disclosed  in writing  to 2IL or  its advisers  prior to  12 
November 2012 and save as disclosed in the annual report and accounts of Corin
for the  financial  year  ended  31 December  2011,  in  the  interim  results 
announcement of Corin  for the six  months ended  30 June 2012,  or the  Offer 
Document, 2IL not having discovered:



  (i)  that  any   financial,  business  or   other 
information concerning Corin  or the  Corin Group  which is  contained in  the 
information publicly disclosed at any  time by or on  behalf of any member  of 
the Corin Group  either publicly or  in the  context of the  Offer contains  a 
material misrepresentation of fact which has  not, prior to 12 November  2012, 
been corrected by public announcement through a  RIS or omits to state a  fact 
necessary to make the information contained therein not materially misleading;



 (ii) any  information which in  the context of  the 
Offer materially affects the import of any such information as is mentioned in
condition (h) (i) which is material in the context of the Corin Group taken as
a whole; or



 (iii) that any member of the Corin Group is  subject 
to any liability, contingent or otherwise which is material in the context  of 
the Corin Group taken as a whole; and



(i) save  as disclosed  by  or on  behalf of  Corin  to 2IL  or  its 
advisers in writing prior to 12 November2012, 2IL not having discovered that:



 (i) there has been a disposal, spillage or leakage
of waste  or  hazardous  substance  or any  substance  likely  to  impair  the 
environment or  harm  human  health on,  or  there  has been  an  emission  or 
discharge of  any waste  or hazardous  substance or  any substance  likely  to 
impair the environment or harm human health from, any land or other asset  now 
or previously owned, occupied or made use of by any past or present member  of 
the Corin Group which would be likely  to give rise to any liability  (whether 
actual or contingent, civil or criminal) or cost on the part of any member  of 
the Corin Group which is material in the context of the Corin Group taken as a
whole;



 (ii) any past or present member of the Corin  Group 
has failed to comply  in any material respect  with any and/or all  applicable 
legislation or regulations  of any  relevant jurisdiction with  regard to  the 
use, treatment,  handling, storage,  transport, disposal,  spillage,  release, 
discharge, leak  or  emission of  any  waste  or hazardous  substance  or  any 
substance reasonably likely to impair the environment or harm human health  or 
animal health or otherwise  relating to environmental  matters, or that  there 
has otherwise  been any  such use,  treatment, handling,  storage,  transport, 
disposal, spillage, release, discharge, leak  or emission (whether or not  the 
same constituted a non-compliance  by any member of  the Corin Group with  any 
such legislation or regulations, and wherever  the same may have taken  place) 
any of which use, treatment, handling, storage, transport, disposal, spillage,
release, discharge,  leak or  emission would  be likely  to give  rise to  any 
liability (actual or contingent, civil or criminal) or cost on the part of any
member of the Corin Group which is material in the context of the Corin  Group 
taken as a whole;



 (iii) there is, or  is reasonably likely to be,  for 
that or any other reason whatsoever,  any liability (actual or contingent)  on 
any past or present member  of the Corin Group  to make good, alter,  improve, 
repair, reinstate,  clean  up  or  otherwise  assume  responsibility  for  any 
property or any controlled waters now or previously owned, occupied,  operated 
or made use of or controlled by any  such past or present member of the  Corin 
Group, under any  environmental legislation, regulation,  notice, circular  or 
order or  any government,  governmental,  quasi-governmental, state  or  local 
government, supranational, statutory or other regulatory body, agency,  court, 
association or any other person or body in any jurisdiction which is  material 
in the context of the Corin Group taken as a whole;



 (iv) circumstances exist  whereby a person or  class 
of persons would be reasonably likely to have a claim or claims 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 Corin Group, which claim  or claims would be  reasonably likely to have  a 
material adverse effect on any member of the Corin Group to an extent which is
material in the context of the Corin Group taken as a whole;



 (v) circumstances exist (whether as a result of the
making of the Offer or otherwise) which would be reasonably likely to lead  to 
a Third Party instituting, or whereby any present or past member of the  Corin 
Group would be reasonably likely to be required to institute, an environmental
audit or take any  other steps which  would, in any  such case, be  reasonably 
likely to result in any actual  or contingent liability to improve or  install 
new plant or equipment or make good, repair, reinstate or clean up any land or
other asset now or previously owned, occupied or made use of by any member  of 
the Corin Group, which, in any such case, would be material in the context  of 
the Corin Group taken as a whole;



 (vi) any  member of  the Corin Group  or any  person 
that performs or has performed services for  or on behalf of any such  company 
is or has at any time engaged in any activity, practice or conduct which would
constitute an  offence under  the Bribery  Act 2010  or any  other  applicable 
anti-corruption legislation;



 (vii) any member of the Corin Group is ineligible  to 
be awarded any contract or business  under section 23 of the Public  Contracts 
Regulations 2006; or



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



2IL reserves the right to waive all or any of conditions (b) to (i) inclusive,
in whole or in part.



Conditions (b) to  (i) inclusive  must be  satisfied as  at, or  waived on  or 
before, midnight on the 21st day after the later of the first closing date  of 
the Offer and the date  on which condition (a) is  fulfilled (or in each  such 
case such  later date  as 2IL  may, with  the consent  of the  Panel,  agree), 
failing which  the  Offer will  lapse  provided that  2IL  shall be  under  no 
obligation to  waive  or treat  as  fulfilled any  of  conditions (b)  to  (i) 
inclusive by  a date  earlier than  the latest  date specified  above for  the 
fulfilment thereof notwithstanding that the other conditions of the Offer  may 
at such earlier date have  been fulfilled and that  there are at such  earlier 
date no  circumstances indicating  that  any of  such  conditions may  not  be 
capable of fulfilment.



Except with  the  Panel's  consent  2IL  will not  invoke  any  of  the  above 
conditions (except for  the acceptance condition  in (a)) 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 2IL in the context of the Offer.









                      Certain further terms of the Offer

                                      

The Offer will lapse if the proposed  acquisition of Corin by 2IL is  referred 
to the  Competition  Commission  or,  if  the  European  Commission  initiates 
proceedings under Article 6(1)(c) of Council Regulation 139/2004/EC, in either
case before 1.00 p.m. on the first closing date of the Offer or the date  when 
the Offer becomes or is declared unconditional as to acceptances, whichever is
the later. In such circumstances, the  Offer will cease to become capable  of 
further acceptance and accepting Corin Shareholders and 2IL shall cease to  be 
bound by acceptances delivered  on or before  the date on  which the Offer  so 
lapses.



2IL reserves the right to make such changes to the above conditions as may  be 
appropriate in the event that the conditions  of the Offer are required to  be 
amended to comply with Rule 9 of the Code.



The Offer will  be made on  the terms and  will be subject  to the  conditions 
which are set out in this Appendix 1, those terms which 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  Takeover  Code.   This 
announcement does  not  constitute an  offer  or invitation  to  purchase  any 
securities.



The Offer will be governed by English  law and subject to the jurisdiction  of 
the English courts and to the conditions  and further terms set out below  and 
to be set out in the Offer Document and Form of Acceptance.



                                 APPENDIX II



          DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT



2IL has received irrevocable undertakings to accept the Offer at a price of 70
pence per  Corin Share  in respect  of  a total  of 14,756,084  Corin  Shares, 
representing, in aggregate, approximately 34.5  per cent. of Corin's  existing 
issued share capital, comprised as follows:



Corin Directors



Name          Number of Corin Shares Per cent. of Corin Shares in issue
Linda Wilding 35,000                 0.08
David Young   40,000                 0.09



Other Corin Shareholders



Name                                 Number of Corin Shares Per cent. of Corin
                                                            Shares in issue
Aberforth Partners LLP               6,848,499              16.01
Schroder Investment Management       7,832,585              18.31
Limited
                                                          

The undertakings referred to above from the Corin Directors will not lapse  in 
the event that a third party announces a competing offer to acquire the entire
issued share capital of Corin.



The undertaking referred to above from Aberforth Partners LLP ("Aberforth") is
conditional upon the posting of the Offer Document and appropriate form(s)  of 
acceptance within 28 days of the date of this announcement and the obligations
thereunder shall cease to be binding if an announcement is made in  accordance 
with Rule  2.7 of  the Code  of a  competing offer  which represents,  in  the 
opinion of Aberforth Partners LLP, a value of not less than 7 pence per  Corin 
Share more than the  Offer Price and at  any time following such  announcement 
Aberforth notifies  2IL  of  such  opinion or  Aberforth  otherwise  makes  an 
announcement or notification  that it no  longer intends to  accept the  Offer 
under the terms of the undertaking pursuant to Rule 2.11(d) of the Code.  All 
of the obligations under the undertaking  shall lapse in respect of any  Corin 
Shares that are sold, transferred or otherwise disposed of (regardless of  the 
identity of the acquiror) at a price of not less than 77 pence per Corin Share
and in relation to  any sale of such  shares to 2IL (or  anyone acting on  its 
behalf) at any price below 77 pence if they were acquired on the market.  The 
undertaking will not apply (i)  to any Corin Shares  which are the subject  of 
any requirement  for  Aberforth  UK  Small  Companies  Fund  to  redeem  their 
investment in Corin Shares  by means of  a redemption in  specie; (ii) to  any 
Corin Shares which are or become lent to third parties by clients of Aberforth
that Aberforth  is unable  to  recall (having  used reasonable  endeavours  to 
procure such recall); or (iii) to Corin Shares which are managed by  Aberforth 
under an authority which is terminated or amended.



The undertakings referred to above from Schroder Investment Management Limited
("Schroder") will lapse if the Offer Document is not posted within 28 days  of 
the date of this announcement; if the Offer lapses or is withdrawn; if a third
party, in accordance  with the  Code, announces a  firm intention  to make  or 
makes a  general offer  (howsoever structured)  to acquire  the whole  of  the 
issued and  to  be issued  ordinary  share capital  of  Corin on  terms  which 
represent (in the opinion of Schroder) an  improvement of 10 per cent. on  the 
Offer Price; or if any of  the following circumstances occur: the transfer  of 
any Corin Shares which are the subject of the undertaking ("Schroder  Shares") 
(or any of  them) to any  replacement fund manager  or custodian nominated  by 
Schroder's client(s) in circumstances where such client(s) has/have terminated
Schroder's professional  relationship with  them in  respect of  the  Schroder 
Shares; or where Schroder's relationship continues but its client has  changed 
the investment mandate  that Schroder  has so  that its  holding the  Schroder 
Shares is no longer consistent with the new mandate; or Schroder is instructed
otherwise by its client(s) in respect of the Schroder Shares.



In addition, 2IL has also  received letters of intent  to accept the Offer  in 
respect of, in aggregate, 10,277,394 Corin Shares, representing  approximately 
24.0 per cent.  of the existing  issued share capital  of Corin, comprised  as 
follows:



Other Corin Shareholder



Name                                        Number of Corin Per cent. of Corin
                                            Shares          Shares in issue
Legal  &   General  Investment   Management 6,225,047       14.55
Limited
BlackRock   Investment   Management    (UK) 4,052,347       9.47
Limited



The letter  of  intent referred  to  above  from Legal  &  General  Investment 
Management Limited ("L&G") confirms  that, as at 9  November 2012, it was  the 
current intention  of  L&G  to  procure that  the  registered  owners  of  the 
6,225,047 Corin Shares in  relation to which L&G  is able to exercise  control 
accept the  Offer  no later  than  the thirty  fifth  business day  after  the 
despatch of the Offer Document.



The letter of intent  referred to above  from BlackRock Investment  Management 
(UK) Limited ("Blackrock") confirms  that, as at 9  November 2012, it was  the 
current intention of Blackrock  to procure that the  registered owners of  the 
Corin Shares in relation to which Blackrock is able to exercise control at the
time that it accepts the  Offer, accept the Offer  prior to the first  closing 
date of the Offer, and  that the number of Corin  Shares in relation to  which 
Blackrock is able to exercise control at the date of the letter is 4,052,347.



                                 APPENDIX III



                              SOURCES AND BASES



(a) The value attributed  to the existing  and to be  issued share capital  of 
    Corin is based upon the 42,784,907 Corin Shares in issue as at the date of
    this announcement and the 1,119,585 Corin Shares which are the subject  of 
    outstanding options granted under the  Corin Share Incentive Schemes  with 
    an exercise price of less than the Offer Price.
(b) The value attributed to the ordinary share capital of Corin is based  upon 
    the issued and  to be  issued share  capital of Corin  as set  out in  (a) 
    above, net of options proceeds.
(c) Unless otherwise stated,  the financial information  concerning Corin  has 
    been extracted from the audited annual  report and accounts for Corin  for 
    the periods ended 31 December 2011 and 31 December 2010.
(d) Corin Share prices and  premia have been derived  from the Daily  Official 
    List and Factset and represent the Closing Prices on the relevant date.
(e) References to a percentage  of Corin's issued  ordinary share capital  are 
    based on the number of Corin Shares  in issue as set out in paragraph  (a) 
    above.



                                 APPENDIX IV



                                 DEFINITIONS



The following  definitions  apply  throughout  this  announcement  unless  the 
context requires otherwise.



2006 Act                     the Companies  Act  2006 (as  amended,  modified, 
                             consolidated, re-enacted or replaced from time to
                             time)
2IL                          2IL Orthopaedics Limited, a company registered in
                             England and Wales with company number 8138559 and
                             whose registered office is  at 27 Hatfield  View, 
                             Wakefield, West Yorkshire WF1 3SN
2IL Shareholders             IP, IDeA, Hunt Capital,  Stefano Alfonsi and  the 
                             John Trustees
Australia                    the  Commonwealth  of   Australia,  its   states, 
                             territories and possessions
Board                        as the context requires,  the board of  directors 
                             of Corin or  the board of  directors of 2IL  and 
                             the terms "Corin Board" and "2IL Board" shall  be 
                             construed accordingly
Business Day                 any day (other than a public holiday, Saturday or
                             Sunday) on  which clearing  banks in  London  are 
                             open for normal business
Canada                       Canada, its  provinces  and territories  and  all 
                             areas  under  its   jurisdiction  and   political 
                             sub-divisions thereof
certificated or in           a  share  or  other  security  which  is  not  in 
certificated form            uncertificated form (that is, not in CREST)
Chairman                     Linda Wilding
Closing Price                the closing middle  market quotation  of a  Corin 
                             Share as derived from the Daily Official List
Corin or the Company         Corin Group plc
Corin Directors or Directors the directors  of  Corin  at  the  date  of  this 
of Corin                     announcement
Corin Group                  Corin  and   its  subsidiaries   and   subsidiary 
                             undertakings
Corin Shareholders           holders of Corin Shares
Corin Share Incentive        the Corin  Group  PLC  Unapproved  Company  Share 
Schemes                      Option   Plan,   the   Corin   Group   Enterprise 
                             Management Incentives Scheme, the Corin Group PLC
                             Savings-Related Share  Option Scheme,  the  Corin 
                             Group PLC  Incentive Plan  (2005) and  the  Corin 
                             Group PLC Incentive Plan 2010
Corin Shares                 includes:

                             (a) the existing unconditionally allotted  or 
                             issued and  fully  paid ordinary  shares  of  2.5 
                             pence each in the capital of Corin; and

                             (b) any further ordinary shares of 2.5  pence 
                             each  in   the  capital   of  Corin   which   are 
                             unconditionally allotted or issued and fully paid
                             before the Offer  closes or  before such  earlier 
                             date as 2IL  (subject to the  Takeover Code)  may 
                             determine not  being  earlier than  the  date  on 
                             which  the   Offer   becomes   or   is   declared 
                             unconditional as to acceptances,

                             but excludes any shares  held as treasury  shares 
                             on such  date as  2IL  may determine  before  the 
                             Offer closes (which  may be a  different date  to 
                             the date referred to in (b))
CREST                        the  relevant   system   (as   defined   in   the 
                             Regulations) in respect of  which Euroclear UK  & 
                             Ireland Limited is the  operator (as defined  in 
                             the Regulations)
Daily Official List          the Daily  Official  List  of  the  London  Stock 
                             Exchange
Delisting                    the removal  of Corin  Shares from  the  Official 
                             List and  the cancellation  of trading  in  Corin 
                             Shares on the London Stock Exchange's main market
                             for listed securities
Form of Acceptance           the form of acceptance and authority relating  to 
                             the Offer accompanying the Offer Document,  which 
                             may only be completed by holders of Corin  Shares 
                             in certificated form
FSMA                         the Financial Services and  Markets Act 2000  (as 
                             amended, modified,  consolidated,  re-enacted  or 
                             replaced from time to time)
Gerald John Primary Trust    the  discretionary  trust  established  by  Derek 
                             Richard John for  the benefit  of Gerald  Richard 
                             John and members of his family
Hunt Capital                 Hunt Capital  S.A.,  a  company  duly  registered 
                             under the laws of Luxembourg with its  registered 
                             office at 26-28 Rives  de Clausen, L-2165,  Grand 
                             Duchy of Luxembourg
IDeA                         Idea Opportunity  Fund I  (an Italian  closed-end 
                             fund reserved to qualified investors) managed  by 
                             IDeA Capital  Funds S.G.R.  S.P.A., both  of  Via 
                             dell'Annunciata, 23/4, 20121, Milan, Italy
IP                           IP  Investimenti  e   Partecipazioni  S.r.l.,   a 
                             company duly registered under  the laws of  Italy 
                             with its  registered  office  at  Corso  Giovanni 
                             Lanza, 101, Turin, Italy
Japan                        Japan, its cities,  prefectures, territories  and 
                             possessions
John Trustees                Robin Howard Baillie,  Robin Campbell and  David 
                             McGregor acting  as the  trustees of  the  Gerald 
                             John Primary  Trust,  each  of PO  Box  494,  Sea 
                             Point, Cape Town 8060, South Africa
London Stock Exchange        London Stock Exchange plc
Numis Securities             Numis Securities Limited
Offer                        the recommended  offer  to  be  made  by  2IL  to 
                             acquire  the  entire  issued  and  to  be  issued 
                             ordinary share capital of Corin on the terms  and 
                             subject to the  conditions set out  in the  Offer 
                             Document  including,   where   the   context   so 
                             requires,  any  subsequent  revision,  variation, 
                             extension, or renewal of such Offer
Offer Document               the formal  offer document  to be  sent to  Corin 
                             Shareholders on  behalf  of  2IL  containing  the 
                             terms  and  conditions  of  the  Offer  and   any 
                             subsequent document containing the Offer
Offer Period                 the  period  commencing  on  the  date  of   this 
                             announcement until  the latest  of (i)  the  date 
                             falling 21 days following the date of the  Offer, 
                             (ii) the date on which the Offer lapses and (iii)
                             the date on which the Offer becomes unconditional
Offer Price                  70 pence per Corin Share
Official List                the Official List of the UK Listing Authority
Panel                        the Panel on Takeovers and Mergers
Panmure Gordon               Panmure Gordon (UK) Limited
Regulations                  Uncertificated Securities  Regulations  2001  (SI 
                             2001   No.   3755)    (as   amended,    modified, 
                             consolidated, re-enacted or replaced from time to
                             time)
Rothschild                   NM Rothschild & Sons Limited
subsidiary and subsidiary    the meaning given to these terms in the 2006 Act
undertaking
Takeover Code or Code        the City Code on Takeovers and Mergers
treasury shares              Corin Shares held by Corin as treasury shares
UK or United Kingdom         the United Kingdom of Great Britain and  Northern 
                             Ireland (and its dependent territories)
UK Listing Authority         the Financial  Services Authority  acting in  its 
                             capacity  as  the  competent  authority  for  the 
                             purposes of Part VI of FSMA
uncertificated or in         a  Corin  Share  which  is  for  the  time  being 
uncertificated form          recorded on the relevant register of the share or
                             security   concerned    as    being    held    in 
                             uncertificated form in CREST, and title to which,
                             by virtue of the Regulations, may be  transferred 
                             by means of CREST
United States or US          the United States of America, its territories and
                             possessions, any state  of the  United States  of 
                             America and the District of Columbia



All references to time in this announcement are to London time.



Words importing the  singular shall  include the  plural and  vice versa,  and 
words importing the masculine shall include the feminine or neutral gender.





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

END


OFFEFLFFLFFZFBK -0- Nov/12/2012 07:00 GMT
 
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