Recommended cash offer for INCAT International Plc by Close Brothers Corporate Finance Limited on behalf of Tata Technologies, Inc. (an indirect subsidiary of Tata Motors Limited)

Summary

The Boards of Tata Technologies, Inc. and INCAT are today pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Close Brothers, on behalf of Tata Technologies, Inc., for the entire issued and to be issued share capital of INCAT.

Tata Technologies, Inc. incorporated in Nevada, is a subsidiary of Tata Technologies and an indirect subsidiary of Tata Motors.

The consideration payable under the Offer will be 220 pence in cash for every INCAT Share, valuing the entire issued share capital of INCAT at approximately £53.4 million.

The Offer represents:

- a premium of approximately 4.0 per cent. to the Closing Price of 211.5 pence for each INCAT Share on 17 August 2005, being the last Business Day prior to the date of this Announcement;

- a premium of approximately 19.9 per cent. to the Closing Price of 183.5 pence for each INCAT Share on 6 July 2005, being the last Business Day prior to the announcement by INCAT on 7 July 2005 that it was in preliminary discussions which may or may not lead to an offer for the whole of the issued and to be issued share capital of INCAT; and

- a premium of approximately 71.9 per cent. to the issue price of 128.0 pence for each INCAT Share placed upon admission to trading on AIM on 30 November 2004.

Irrevocable undertakings to accept, or procure acceptance of, the Offer representing approximately 66.3 per cent. of INCAT's existing issued ordinary share capital have been received by Tata Technologies, Inc..

Commenting on the Offer, Patrick McGoldrick, Chief Executive of Tata Technologies, said:

"The prospect of INCAT joining forces with Tata Technologies represents an exciting opportunity to significantly advance our strategic aims. We are experiencing strong organic growth which we wish to complement with suitably targeted acquisitions. INCAT's broad geographic platform and extensive customer base represents an accelerated route to achieving our targets.

We believe that the Enlarged Group will be a major player in the engineering & design services market on a global basis, and it will be better placed to respond to the ever increasing demands from our combined international customer base.

On completion of the Offer, I look forward to welcoming the management and staff of INCAT to Tata Technologies and working with them to achieve enhanced stakeholder value in the future."

Commenting on the Offer, Dr Ross Bunce, Chairman of INCAT, said:

"We believe that the Offer provides our shareholders with certainty and value. Tata Technologies is a complementary business to our own and the Enlarged Group should benefit from the greater financial resources and presence which being part of the Tata Group will bring to its future development."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (available from Close Brothers upon request).

ENQUIRIES

Close Brothers

+44 (0)20 7655 3100
Simon Willis, Director
James Davies, Assistant Director

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Close Brothers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Tata Motors and Tata Technologies, Inc. and no one else in connection with the Offer and will not be responsible to anyone other than Tata Motors and Tata Technologies, Inc. for providing the protections afforded to clients of Close Brothers nor for providing advice in relation to the Offer.