Oakdene Homes Plc

Carl Turpin, Chief Executive

Tel: +44 (0) 1737 249393 

Robert Boot, Finance Director

Panmure Gordon

Dominic Morley (Corporate Finance)

  Tel: +44 (0) 20 7459 3600 

Mark Lander (Corporate Broking)

Bell Pottinger

Zoe Sanders

Tel: +44 (0) 20 7861 3232

Rosanne Perry

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 and take up a fixed number of Warrants 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 and take up the number of Warrants 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.

Settlement of the Warrants will take place in certificated form. The Warrants will be non-transferable.

10.

It is expected that settlement of the Placing Shares under 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, the Company will not be obliged to issue Placing Shares and/or Warrants to such Placee and Panmure Gordon may sell the Placing Shares and Warrants 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 multiplied by the number of such Placing Shares plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Placing Price due for each Placing Share 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.

11.

If Placing Shares and/or Warrants 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.

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 and that the Company will not be obliged to issue Warrants 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 and take up Warrants 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 and/or the Warrants, 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 or Warrants 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 or Warrants 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 or Warrants 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 or Warrants 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 neither the Placing Shares nor the Warrants have or will be registered under the Securities Act or under the relevant securities laws of any state of the United States, any of Australia, Japan, Canada 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 and/or the Warrants 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 and/or Warrants;

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 and/or Warrants into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares and/or Warrants, 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 and/or Warrants or the agreement by them to acquire any Placing Shares and/or Warrants;

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; and

21

acknowledges that its subscription for the Placing Shares is not conditional upon the issue to it of the Warrants and that issue of the Warrants is conditional upon the passing of a resolution of the shareholders of the Company.