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SPRUE AEGIS PLC: Response to Offer by BRK Brands Europe Limited

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION                                                                      29 April 2013                                 Sprue Aegis plc                                                           ("Sprue" or the "Company")                                        Response to Offer by BRK Brands Europe Limited ("BRK")               The Independent Directors of Sprue (being those directors who are independent of Jarden Corporation ("Jarden")) note the announcement released this morning by BRK, a subsidiary of Jarden, of a cash offer of 90p per share (the "Offer Price") for the entire issued and to be issued share capital of the Company not already owned by Jarden and its subsidiaries (the "Offer").  The Independent Directors have already privately rejected an approach by Jarden of 90p per share and are disappointed that Jarden has announced a highly opportunistic offer for the Company at this level. The Offer Price represents a premium of only 11.8 per cent. to 80.50 pence, being the closing mid-market price per share on 26 April 2013 (the last Business Day prior to the announcement of the Offer). The Independent Directors consider that the Offer Price of 90p per share fundamentally undervalues the Company. In forming this view, the Independent Directors have had regard in particular to the following key points which have previously been relayed to Jarden following receipt of its indicative offer letter:    * The Offer does not represent fair value for the Company's shares       * Due to illiquidity and the tightly-held nature of the shareholder base, the     Company's share price as quoted on the ISDX does not reflect fair value and     is therefore irrelevant       * Significant contracts already won underpin the Company's future organic     growth       * The benefits of the Company's significant investment in product development     are expected to come through in 2013 and beyond       * The Continental European market is gathering pace and is set to materially     increase in 2013 and beyond       * Potential synergies for Jarden are very significant   The Independent Directors therefore are unable to recommend that Sprue Aegis shareholders accept the Offer.  Furthermore, the Independent Directors note the statement set out in BRK's announcement released this morning that: "Should the Offer not be successful, BRK would need to consider the viability of its ownership position and the Distribution Agreement when its initial term expires in 2015" and for the avoidance of doubt, wish to reassure investors that this eventuality was considered by them as part of their rejection of Jarden's indicative offer letter earlier this month.  Further announcements will be made as appropriate. In the meantime, Sprue shareholders are strongly advised to take no action and not sell their shares in the market.  A summary is set out below of the dealing disclosure requirements under the Code, which require action by holders of more than 1 per cent. of Sprue's issued share capital.  In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website (www.sprueaegis.com)  The Independent Directors of the Company accept responsibility for this statement.                                 - Ends -                                      For further information, please contact:  Sprue Aegis plc                                      02476 323 232           Graham Whitworth, Chairman & Group CEO                                       John Gahan, Group Finance Director                                                                                                                     Westhouse Securities                                 0207 601 6100           Tom Griffiths                                                                Paul Gillam                                                                   Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Sprue and no-one else in relation to the Offer and will not be responsible to anyone other than Sprue for providing the protections afforded to the clients of Westhouse Securities Limited or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Neither Westhouse Securities Limited, nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Westhouse Securities Limited in connection with the Offer.  Total voting rights  Pursuant to Rule 2.10 of the Code, the Company confirms that there are currently 38,685,373 ordinary shares of 2 pence each in issue in the Company, with International Securities Identification Number GB0030508757.  Forward-looking statements  This announcement, including information included in this announcement, contains "forward-looking statements" concerning Sprue, Jarden and BRK that are subject to risks and uncertainties. Information in this announcement relating to Sprue has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Sprue cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Sprue shall not be under any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.  Nothing contained herein shall be deemed to be a forecast or projection of the future financial performance of Sprue.  Disclosure requirements of 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 offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.  Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.  Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).  Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.  END