RNS Number : 9647W
Titan Europe PLC
18 June 2008

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

TITAN EUROPE PLC ("Titan Europe")

Offer update

On 12 April 2008 Titan Europe and Titan International, Inc. ("Titan International") announced they were in preliminary discussions regarding a potential offer to be made by Titan International for Titan Europe pursuant to which Titan Europe shareholders would receive one Titan International share for every eight Titan Europe shares already owned (the "Possible Offer").

On 11 June 2008 Titan International announced a five-for-four stock split with a record date of 31 July 2008 and an effective date of 15 August 2008. Titan International has subsequently confirmed to Titan Europe that its intended exchange ratio for the Possible Offer remains one Titan International share for every eight Titan Europe shares after the stock split, although the final terms of any offer would be determined following the conclusion of the discussions between the Independent Directors and Titan International and the satisfaction or waiver of the pre-conditions set out below. The Independent Directors have decided that they are prepared to remain in discussions with Titan International on this basis. Based on the closing price of a Titan International share on 17 June 2008 as derived from the New York Stock Exchange and the current US Dollar/Sterling exchange rate of approximately 1.950, the Possible Offer values each Titan Europe share at approximately 230p.

As announced on 12 April 2008, the making of the Possible Offer by Titan International is subject to a number of pre-conditions including, inter alia, (i) completion of confirmatory due diligence, (ii) confirmation that completion of the offer would not invoke the change of control provision under Titan Europe's principal credit facility, (iii) approval of Titan International's lenders, (iv) approval of Titan International's shareholders to issue up to 9,000,000 shares of Titan International's common stock; and (v) the unanimous recommendation of the independent directors of Titan Europe ("Independent Directors").

In relation to the second of these pre-conditions, Titan Europe confirms that terms have been agreed but not formally entered into with its key lenders that its principal credit facility will remain in place upon the Possible Offer becoming unconditional in all respects.

In relation to the fourth of these pre-conditions and as announced on 12 April 2008, Titan International has filed a preliminary proxy statement with the Securities and Exchange Commission ("SEC") regarding a special meeting of Titan International shareholders to approve the issue of up to 9,000,000 shares of Titan International's common stock. Titan International is currently in discussions with the SEC as to the content of the final proxy statement to be sent to Titan International shareholders. The SEC has indicated that the final proxy statement will need to include financial information in respect of Titan Europe and Titan International for the six months ending 30 June 2008. It is unlikely therefore that the final proxy statement will be posted to Titan International shareholders until August, with the special meeting of Titan International shareholders to be held no earlier than thirty calendar days thereafter.

This announcement has been made with the agreement of Titan International. Pursuant to Rule 2.4(c) of the Takeover Code, Titan International reserves the right, with the recommendation of the Independent Directors, to make an offer for Titan Europe at a lower price and/or to vary the form and/or mix of consideration. Shareholders should note that, there can be no certainty that an offer will ultimately be made nor as to the terms on which any offer might be made.

Titan Europe will provide a trading update on 20 June 2008, the date of its Annual General Meeting.

A further announcement with respect to the Possible Offer will be made in due course.

Enquiries:

Financial Adviser to Titan Europe 020 7655 3100
Close Brothers
Stephen Aulsebrook
Michael Dubois

Nominated Adviser and Broker to Titan Europe 020 7107 8000
Seymour Pierce Limited
Mark Percy
Nicola Marrin

Close Brothers Corporate Finance Limited which is regulated by the Financial Services Authority in the United Kingdom, is acting for Titan Europe and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Titan Europe for providing the protections afforded to customers of Close Brothers Corporate Finance Limited nor for providing advice in relation to the matters referred to in this announcement.

Seymour Pierce Limited which is regulated by the Financial Services Authority in the United Kingdom, is acting for Titan Europe and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Seymour Pierce Limited for providing the protections afforded to customers of Seymour Pierce Limited nor for providing advice in relation to the matters referred to in this announcement.

Dealing Disclosure Requirements

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 Titan International or of Titan Europe, all "dealings" in any "relevant securities" of that 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 3.30p.m. (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 Titan International or Titan Europe, 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 Titan International or of Titan Europe by Titan International or Titan Europe, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date 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.

"Interests 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 any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

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