RNS Number:5197A
Waterline Group plc
19 July 2007


                              Waterline Group plc

                         ("Waterline" or the "Company")

                      Potential offer and strategic review



Following an approach by Michael Lawrence, Steven Steel and Tim Hutchinson
(together the "Waterline Management Team"), the independent members of the
Waterline Board, namely Peter Dicks and David Rogers (the "Independent
Directors"), announce that they have received confirmation from Woburn Ventures
Limited (a company incorporated and wholly owned by the Waterline Management
Team) that it is considering making an offer of the entire issued and to be
issued share capital of the Company.


The making of any offer remains subject, inter alia, to the recommendation of
the Independent Directors to the Company's shareholders to accept such offer.


It should be noted that discussions are at a preliminary stage and, therefore,
there is no certainty that an offer will ultimately be made for the Company.


In light of the recent approach, the Independent Directors have instructed
Mazars Corporate Finance Limited to conduct a strategic review of options open
to the Company in order to maximise value for shareholders. As part of this
review initial discussions have taken place with a number of parties.



A further announcement will be made in due course.

In accordance with Rule 2.10 of the City Code, as at the close of business on 18
July 2007, the Company had 13,113,752 ordinary shares of 0.5 pence each in
issue. The International Securities Identification Number (ISIN) for these
shares is GB00B0B9FP57.


Contact:

Waterline Group plc

Peter Dicks

Tel: 020 7224 5354


Mazars Corporate Finance Limited

Margarita Rodriguez-Piza

Tel: 020 7377 1000


Lindsay Mair

Daniel Stewart & Company plc

Tel 020 7776 6550


Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of the Company, all "dealings" in any
"relevant securities" of the Company (including by means of an option in respect
of, or a derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 pm (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of the Company by any of its respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the day of the relevant transaction.


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


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


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




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

END
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