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Oakdene Homes(OKD)

Sector:

Construction & Materials

Index:

FTSE AIM All-Share

Market Cap

£15.10m

Change Today

0.000p

Share Price

29.50p

Issue of Equity

Oakdene Homes PLC
09 May 2008

  NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
               AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA


                               Oakdene Homes Plc

                          ("Oakdene" or the "Company")


                         Placing of new ordinary shares

              by Panmure Gordon to raise up to £9.75 million (net)


Oakdene Homes Plc (AIM:OKD), an established residential development company
specialising in high quality new build and conversion properties in sought-after
locations, is pleased to announce details of a proposed placing ("Placing") of
new ordinary shares of 1 pence each at 50 pence per share to raise up to 
£9.75million (net of expenses). The Placing is subject to Shareholder approval 
at the Company's Annual General Meeting ("AGM") to be held on 4 June 2008.


A circular ("Circular"), including the notice of AGM, will be posted on 9 May
2008 in connection with the Placing.


Background to and reasons for the Placing


The proceeds of the Placing will provide the Company with working capital for
the growth of the business and with flexibility to take advantage of any future
potential acquisition opportunities. Acquisitions may be of development land
where the current owner lacks the resources to finance the development or of
smaller development companies with a healthy land bank. Oakdene has successfully
acquired companies in the past and has a proven record in obtaining planning
permission to enhance the value of its land.


The Company's land bank


The Directors estimate that the current open market value of its land bank could
be in the region of £109 million as opposed to the £85.5 million shown on the
historical cost basis in the Company's annual report and accounts for the
financial year ended 31 December 2007. The Directors estimate that with the
benefit of planning permission the land bank could be worth up to £169 million.


Based on these estimates the net asset value per Ordinary Share on a historic
cost basis excluding goodwill before implementation of the Placing was 96 pence,
at current market value it would be 178 pence per share and with full planning
permission 323 pence per share. Following the Placing, assuming full
subscription, the net asset value per Ordinary Share at current market value
would be 120 pence and with full planning permission 217 pence per share.


The Company's current land bank comprising sites fully owned, sites being
developed with a joint venture partner where the Company has the majority share
of resultant profit and sites where contracts have been exchanged or option
agreements signed totals around 1,800 units. There are approximately 3,000
further units on which the Company is in exclusive negotiations or has agreed
terms subject to planning.


The Company is targeting to sell around 200 units in 2008 at an average selling
price of £260,000.


The Placing


The Company proposes to raise approximately £9.75m (net of expenses and assuming
subscription in full) from the issue of up to 20,000,000 new ordinary shares of
1 pence each ("Placing Shares") at 50 pence per share.


The Company has today entered into a placing agreement ("Placing Agreement")
with Panmure Gordon (UK) Limited ("Panmure Gordon"), pursuant to which Panmure
Gordon has agreed to act as agent for the Company and to use its reasonable
endeavours to procure subscribers for the Placing Shares. The Placing is not
being underwritten.


The Placing Shares will represent approximately 33% of the enlarged issued share
capital of the Company immediately following admission of the Placing Shares to
trading on AIM ("Admission") (assuming subscription in full of the Placing
Shares).


The Placing is conditional, inter alia, upon:


   • the passing of resolutions 8 to 10 at the AGM, as set out in the notice
     of AGM contained in the Circular; and
   • Admission becoming effective by not later than 8.00 a.m. on 5 June
     2008 or such later time and/or date as may be agreed between Panmure and
     the Company, being not later than 3.00 p.m. on 13 June 2008.


The Placing Agreement contains various warranties, customary for an
agreement of its type, given by the Company with respect to its business
and certain matters connected with the Placing. In addition, the Company
has given indemnities to Panmure Gordon in connection with the Placing
and the performance by Panmure Gordon of the services in relation to the
Placing.

Application has been made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM. It is expected that Admission
of the Placing Shares will become effective on AIM and that dealings
will commence on AIM at 8.00 a.m. on 5 June 2008.

The Placing Shares will, when issued and fully paid, rank pari passu in
all respects with the existing Ordinary Shares of the Company and will
be issued subject to the memorandum and articles of association of
Oakdene. The Placing Shares will therefore not be entitled to receive
the final dividend in respect of the year ended 31 December 2007. The
terms of the Placing are set out in the appendix to this announcement.

Carl Turpin has agreed to subscribe for a minimum of 1,5000,000 Placing
Shares and Philip Stephens, Robert Boot, Alan Clarke and Timothy Hearley
have agreed to subscribe for 1,500,000 Placing Shares, 30,000 Placing
Shares, 100,000 Placing Shares, 31,108 Placing Shares and 14,000 Placing
Shares respectively, in each case as part of the Placing.

Further information in relation to subscriptions as part of the Placing will
be announced to the market via a regulatory information service in due
course.


The Circular will be available on the Company's web site 
http://www.oakdene-homes.co.uk from 12 May 2008.

Carl Turpin, Chief Executive of Oakdene, commenting on the Placing said:

"We are delighted to have received such support for the proposed fundraising
from institutional investors and will look to use the proceeds to grow the
business organically and also through acquisition should appropriate
opportunities arise."


                                    - Ends -


For further information:

Oakdene Homes Plc                                      Tel: +44 (0) 1737 249393
Carl Turpin, Chief Executive                   
Robert Boot, Finance Director

Panmure Gordon                                         Tel: +44 (0) 20 7459 3600
Dominic Morley (Corporate Finance)            
Mark Lander (Corporate Broking)

Media enquiries:
Bell Pottinger Corporate & Financial                   Tel: +44 (0) 20 7861 3232
Zoe Sanders                                   
Rosanne Perry


Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by The Financial Services Authority, is advising the Company and no-one
else in connection with the Placing and will not be responsible to any person
other than the Company for providing the protections afforded to their clients
or for advising any other person in relation to the Placing.


This announcement has been issued by, and is the sole responsibility of, the
Company. This announcement does not constitute an offer to underwrite, subscribe
or otherwise acquire or dispose of any Placing Shares or other shares in the
Company in which such an offer or solicitation is unlawful and is not for
distribution in or into Canada, Japan, the United States, Australia or South
Africa.


The Ordinary Shares have not been, and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities legislation of any state of the United States, and may not be offered
or sold in the United States. The relevant clearances have not been, and will
not be, obtained from the Securities Commission of any province or territory of
Canada; no document in relation to the Placing has been, or will be, lodged
with, or registered by, The Australian Securities and Investments Commission; no
registration statement has been, or will be, filed with the Japanese Ministry of
Finance in relation to the Placing; and no registration statement has been, or
will be, filed with the Irish Stock Exchange in relation to the Placing.
Accordingly, subject to certain exceptions, the Placing Shares may not, directly
or indirectly, be offered or sold within the United States, Canada, Australia,
Japan or the Republic of Ireland or offered or sold to a resident of the United
States, Canada, Australia, Japan or South Africa.


The contents of this announcement are not to be construed as legal, financial or
tax advice. If necessary, each recipient of this announcement should consult
his, her or its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.


This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as 'intends',
'expects', 'anticipates', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
therefore undue reliance should not be placed on such forward-looking
statements. Forward-looking statements speak only as of the date they are made
and the Company undertakes no obligation to update publicly any of them in light
of new information or future events except as required by the AIM Rules for
Companies. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements.


                                    APPENDIX


This appendix contains important information for Placees (as defined below) in
the United Kingdom. Members of the public are not eligible to take part in the
Placing. This appendix and the terms set out herein are directed only at persons
in the United Kingdom selected by Panmure Gordon who have professional
experience in matters relating to investments and are "investment professionals"
within the meaning of Article 19 (5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), are persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order or are otherwise persons to
whom it may lawfully be communicated (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to which the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.


The new Ordinary Shares that are the subject of the placing (the "Placing
Shares") are not being offered or sold to any person in the European Union,
other than to qualified investors as defined in section 86(7) of the Financial
Services and Markets Act 2000 ("FSMA"), being persons falling within Article 2.1
(e)(i), (ii) or (iii) of Directive 2003/71/EC (the "Prospectus Directive"),
which includes legal entities which are regulated by the financial services
authority (the "FSA") or entities which are not so regulated whose corporate
purpose is solely to invest in securities or other persons to whom the Placing
Shares may otherwise be lawfully offered or sold without the publication of a
Prospectus.


Terms of the Placing


If a Relevant Person chooses to participate in the Placing by making or
accepting an offer to acquire Placing Shares (each such Relevant Person whose
participation is accepted by Panmure Gordon in accordance with this appendix
being hereinafter referred to as a "Placee" and together, as the "Placees") it
will be deemed to have read and understood this announcement and this appendix
in its entirety and to be making or accepting such offer on the terms and to be
providing the representations, warranties and acknowledgements, contained in
this appendix.


The Placing Shares referred to in this announcement have not been and will not
be registered under the Securities Act of 1933 (the "Securities Act") or the
securities laws of any state of the United States of America (the "United
States"), and may not be offered or sold, taken up, delivered or transferred
(directly or indirectly) and will not qualify for sale within the United States.
There will be no public offer of the Placing Shares in the United States. The
Placing Shares have not been recommended, approved or disapproved by any United
States federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or
determined the adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States. The Placing Shares will not be
lodged or registered with the Australian Securities and Investments Commission
under Australia's Corporations Law and are not being offered for subscription or
sale and may not be directly or indirectly offered, sold or delivered in or into
Australia or for the account or benefit of any person or corporation in (or with
a registered address in) Australia. The relevant clearances have not been, and
will not be obtained from the Ministry of Finance of Japan and no circular in
relation to the Placing Shares has been or will be lodged with or registered by
the Ministry of Finance of Japan. The Placing Shares may not therefore be
offered or sold, directly or indirectly, in or into Japan, its territories and
possessions and any areas subject to its jurisdiction. The approval of the South
African Exchange Control Authorities has not been, and will not be, obtained in
relation to the Placing Shares. The Placing Shares may not therefore be offered
or sold directly or indirectly in or into South Africa.


This announcement and appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction. The distribution of this announcement and the placing and issue of
the Placing Shares in certain jurisdictions may be restricted by law. Persons to
whose attention this announcement has been drawn are required by the Company and
Panmure Gordon to inform themselves about and to observe any such restrictions.

1.    Panmure Gordon will arrange the Placing as agent for and on
      behalf of the Company. Participation will only be available to
      persons invited to participate by Panmure Gordon. Panmure Gordon
      will determine in its absolute discretion the extent of each
      Placee's participation in the Placing, which will not necessarily
      be the same for each Placee.
2.    The price payable per Placing Share shall be the Placing Price.
3.    A Placee's commitment to subscribe for a fixed number of Placing
      Shares will be agreed with and confirmed to it orally by Panmure
      Gordon (the "Placing Commitment") and a contract note (a
      "Contract Note") will be dispatched as soon as possible
      thereafter. The oral confirmation to the Placee by Panmure Gordon
      (the "Oral Confirmation") constitutes an irrevocable, legally
      binding contractual commitment to Panmure Gordon (as agent for
      the Company) to subscribe for the number of Placing Shares
      allocated to it on the terms set out in this appendix.
4.    Commissions will not be paid to Placees in connection with the
      Placing.
5.    Panmure Gordon has the right, inter alia, to terminate the
      agreement entered into between Panmure Gordon and the Company in
      connection with the Placing (the "Placing Agreement") (after such
      consultation with the Company as the circumstances may allow) at
      any time prior to Admission if, inter alia, (i) any of the
      warranties contained in the Placing Agreement are untrue or
      misleading in any material respect; or (ii) there occurs an event
      of force majeure. If the Placing Agreement is terminated prior to
      Admission, the Placing will lapse and the rights and obligations
      of the Placees hereunder shall cease and determine at such time
      and no claim can be made by any Placee in respect thereof. In
      such event, all monies (if any) paid by the Placees to Panmure
      Gordon at such time shall be returned to the Placees at their
      sole risk without any obligation on the part of the Company or
      Panmure Gordon or any of their respective affiliates to account
      to the Placees for any interest earned on such funds. The Placees
      acknowledge and agree that the Company and Panmure Gordon may
      exercise their contractual rights to waive or to extend the time
      and/or date for fulfilment of any of the conditions in the
      Placing Agreement. Any such extension or waiver will not affect
      Placees' commitments.
6.    Neither Panmure Gordon nor the Company shall have any liability
      to any Placee (or to any other person whether acting on behalf of
      a Placee or otherwise) in respect of the exercise of its
      contractual rights to waive or to extend the time and/or date for
      the satisfaction of any condition in the Placing Agreement or in
      respect of the Placing generally.
7.    Each Placee acknowledges to, and agrees with, Panmure Gordon for
      itself and as agent for the Company, that except in relation to
      the information in this announcement, it has relied on its own
      investigation of the business, financial or other position of the
      Company in deciding to participate in the Placing.
8.    Settlement of transactions in the Placing Shares following
      Admission will take place within CREST, subject to certain
      exceptions. Panmure Gordon reserves the right to require
      settlement for and delivery of the Placing Shares to the Placees
      in such other means that it deems necessary if delivery or
      settlement is not possible within CREST within the timetable set
      out in this announcement or would not be consistent with the
      regulatory requirements in the jurisdictions of such Placees.
9.    It is expected that settlement of the Placing will occur on 5
      June 2008, on which date each Placee must settle the full amount
      owed by it in respect of the Placing Shares allocated to it.
      Panmure Gordon may (after consultation with the Company) specify
      a later settlement date (or dates) at its absolute discretion.
      Payment must be made in cleared funds. The payment instructions
      for settlement in CREST and settlement outside of CREST will be
      set out in the Contract Note. The trade date of the Placing
      Shares is 8 May 2008. Interest is chargeable daily on payments to
      the extent that value is received after the due date at the rate
      per annum of 2 percentage points above the Barclays Bank plc base
      rate. If a Placee does not comply with these obligations, Panmure
      Gordon may sell the Placing Shares allocated to such Placee (as
      agent for such Placee) and retain from the proceeds, for its own
      account, an amount equal to the Placing Price plus any interest
      due. The relevant Placee will, however, remain liable, inter
      alia, for any shortfall below the Placing Price and it may be
      required to bear any stamp duty or stamp duty reserve tax
      (together with any interest or penalties) which may arise upon
      the sale of its Placing Shares on its behalf. Time shall be of
      the essence as regards the obligations of Placees to settle
      payment for the Placing Shares and to comply with their other
      obligations under this appendix.
10.   If Placing Shares are to be delivered to a custodian or
      settlement agent of a Placee, the relevant Placee should ensure
      that its Contract Note is copied and delivered immediately to the
      relevant person within that organisation. Insofar as Placing
      Shares are to be registered in the name of a Placee or that of
      its nominee or in the name of any person for whom the Placee is
      contracting as agent or that of a nominee for such person, such
      Placing Shares will, subject as provided below, be so registered
      free from any liability to UK stamp duty or stamp duty reserve
      tax.


Representations and Warranties by Placees


By participating in the Placing, each Placee (and any persons acting on its
behalf):

1.    represents and warrants that it has read this announcement in its
      entirety and acknowledges that its participation in the Placing
      will be governed by the terms of this appendix and press release
      and the Placing Agreement;
2.    represents, warrants and undertakes that it will subscribe for
      the Placing Shares allocated to it in the Placing and pay up for
      the same in accordance with the terms of this appendix failing
      which the relevant Placing Shares may be placed with other
      subscribers or sold as Panmure Gordon determines and without
      liability to such Placee;
3.    undertakes and acknowledges that its obligations under the
      Placing are irrevocable;
4.    represents and warrants that it is entitled to subscribe for
      Placing Shares under the laws of all relevant jurisdictions which
      apply to it and that it has fully observed such laws and obtained
      all such governmental and other guarantees and other consents
      which may be required thereunder and complied with all necessary
      formalities;
5.    acknowledges that it is not entitled to rely on any information
      (including, without limitation, any information contained in any
      management presentation given in relation to the Placing) other
      than that contained in this announcement (including this
      appendix);
6.    acknowledges that the ordinary shares of the Company with a
      nominal value of 1 pence each are admitted to trading on the AIM
      market of the London Stock Exchange, and the Company is therefore
      required to publish certain business and financial information in
      accordance with the rules and practices of the London Stock
      Exchange (collectively, the "Exchange Information"), which
      includes a description of the nature of the Company's business
      and the Company's most recent balance sheet and profit and loss
      account, and similar statements for preceding financial years,
      and that the Placee is able to obtain or access the Exchange
      Information without undue difficulty;
7.    represents and warrants that the issue to the Placee, or the
      person specified by such Placee for registration as holder of
      Placing Shares, will not give rise to a liability under any of
      sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
      receipts and clearance services);
8.    represents and warrants that it has complied with its obligations
      in connection with money laundering under the Criminal Justice
      Act 1993 and the Money Laundering Regulations 2003 (the
      "Regulations") and, if it is making payment on behalf of a third
      party, that satisfactory evidence has been obtained and recorded
      by it to verify the identity of the third party as required by
      the Regulations;
9.    represents and warrants that it is both a "qualified investor"
      for the purposes of sections 86(1) and 86(7) of the FSMA and a
      person falling within Article 19 (5) or Article 49(2)(a) to (d)
      of the Order and undertakes that it will acquire, hold, manage or
      dispose of any Placing Shares that are allocated to it for the
      purposes of its business;
10.   represents and warrants that it has only communicated or caused
      to be communicated and will only communicate or cause to be
      communicated any invitation or inducement to engage in investment
      activity (within the meaning of section 21 of FSMA) relating to
      the Placing Shares in circumstances in which section 21(1) of
      FSMA does not require approval of the communication by an
      authorised person;
11.   represents and warrants that it has complied and will comply with
      all applicable provisions of FSMA with respect to anything done
      by it in relation to the Placing Shares in, from or otherwise
      involving the United Kingdom and will not sell or offer to sell
      the Placing Shares in a manner which will result in an offer to
      the public in the United Kingdom within the meaning of FSMA;
12.   represents and warrants that its obligations under the Placing
      are valid, binding and enforceable and that it has all necessary
      capacity and authority, and has obtained all necessary consents
      and authorities to enable it to commit to participation in the
      Placing and to perform its obligations in relation thereto and
      will honour its obligations (including, without limitation, in
      the case of any person on whose behalf it is acting, all
      necessary consents and authorities to agree to the terms set out
      or referred to in this announcement);
13.   acknowledges that Panmure Gordon is acting solely for the Company
      and that participation in the Placing is on the basis that it is
      not and will not be a client or customer of Panmure Gordon or any
      of its affiliates and that Panmure Gordon and its affiliates have
      no duties or responsibilities to it for providing the protections
      afforded to their clients or customers or for providing advice in
      relation to the Placing or in respect of any warranties,
      undertakings or indemnities contained in the Placing Agreement
      nor for the exercise or performance of any of Panmure Gordon's
      rights and obligations thereunder, including any right to waive
      or vary conditions or exercise any termination right;
14.   undertakes and agrees that (i) the person whom it specifies for
      registration as holder of the Placing Shares will be (a) the
      Placee or (b) a nominee of the Placee, (ii) neither Panmure
      Gordon nor the Company or any of their respective affiliates will
      be responsible for any liability to stamp duty or stamp duty
      reserve tax resulting from a failure to observe this requirement
      and (iii) the Placee and any person acting on its behalf agrees
      to subscribe on the basis that the Placing Shares will be
      allotted to the CREST stock account of Panmure Gordon who will
      act as settlement agent in order to facilitate the settlement
      process;
15.   acknowledges that any agreements entered into by it pursuant to
      these terms and conditions shall be governed by and construed in
      accordance with the laws of England and it submits (on behalf of
      itself and on behalf of any person on whose behalf it is acting)
      to the exclusive jurisdiction of the English courts as regards
      any claim, dispute or matter arising out of any such contract;
16.   acknowledges that the Placing Shares have not been and will not
      be registered under the Securities Act or under the relevant
      securities laws of any state of the United States, any of
      Australia, Japan, the Republic of Ireland or South Africa or any
      state or territory within any such country and, subject to
      certain limited exceptions, may not be directly or indirectly
      offered, sold, renounced, transferred, taken-up or delivered in,
      into or within those jurisdictions;
17.   represents, warrants and acknowledges to Panmure Gordon for
      itself and as agent for the Company that it is outside the United
      States and will only offer and sell the Placing Shares outside
      the United States in offshore transactions in accordance with
      Regulation S of the Securities Act;
18.   represents, warrants and undertakes and agrees that neither it
      nor its affiliates (as defined in Rule 501(b) of the US
      Securities Act) nor any person acting on its or their behalf have
      engaged in or will engage in any "general solicitation or general
      advertising" (within the meaning of Regulation D under the US
      Securities Act) or "directed selling efforts" (as defined in
      Regulation S under the US Securities Act) in connection with any
      offer or sale of the Placing Shares;
19.   acknowledges that the agreement to settle each Placee's
      subscription (and/ or the subscription of a person for whom it is
      contracting as agent) free of stamp duty and stamp duty reserve
      tax depends on the settlement relating only to a subscription by
      it and/or such person direct from the Company for the Shares in
      question. Such agreement assumes that the Placing Shares are not
      being acquired in connection with arrangements to issue
      depositary receipts or to transfer the Placing Shares into a
      clearance service. If there were any such arrangements, or the
      settlement related to other dealing in the Placing Shares, stamp
      duty or stamp duty reserve tax may be payable, for which neither
      the Company nor Panmure Gordon nor any of their respective
      affiliates will be responsible. If this is the case, the relevant
      Placee should take its own advice and notify Panmure Gordon
      accordingly. In addition, Placees should note that they will be
      liable for any capital duty, stamp duty and all other stamp,
      issue, securities, transfer, registration, documentary or other
      duties or taxes (including any interest, fines or penalties
      relating thereto) payable outside the UK by them or any other
      person on the acquisition by them of any Placing Shares or the
      agreement by them to acquire any Placing Shares; and
20.   acknowledges that any monies of any Placee or any person acting
      on behalf of the Placee held or received by Panmure Gordon will
      not be subject to the protections conferred by the FSA's Client
      Money Rules. As a consequence, these monies will not be
      segregated from the monies of Panmure Gordon and may be used by
      Panmure Gordon in the course of its business, and the relevant
      Placee or any person acting on its behalf will therefore rank as
      a general creditor of Panmure Gordon.


The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company and Panmure Gordon (for their own benefit
and, where relevant, the benefit of their respective affiliates) and are
irrevocable. The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing acknowledgements, undertakings, representations and
warranties.




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