Close Brothers advised the insolvency administrator Dr. Frank Kebekus on the sale of TMD Friction to senior management and Pamplona Capital Management

Frankfurt/Main, 3 April 2009

TMD Friction, the world’s leading manufacturer of brake friction materials for automotive and commercial vehicle applications, has today announced an all equity acquisition of the business led by its senior management team and Pamplona Capital Management, a London-based investment fund. Following the acquisition, TMD Friction will benefit from the long-term support of Pamplona and a strong and debt-free balance sheet. This transaction will safeguard approximately 3,800 jobs worldwide. Completion of the acquisition is expected by the end of April.

Commenting on the acquisition, Derek Whitworth, President and Chief Executive of TMD Friction, said: “I’m delighted to be partnering with Pamplona who are highly supportive of TMD Friction and the long-term outlook for the group. Today marks the end of a difficult period of uncertainty. TMD Friction is now debt-free, and with our financial constraints resolved I am confident that we can continue to build on our leading market position.”

Close Brothers was sole financial adviser to Dr. Frank Kebekus and ran a highly competitive auction process within a short time period attracting strategic and financial investors. The terms of the agreement were not disclosed.

Background information on TMD Friction

TMD Friction Group is the world's leading manufacturer of brake friction materials in the original equipment market of the automotive and commercial vehicle industry. Its product portfolio comprises disc brake pads and drum brake linings for passenger cars and commercial vehicles together with brake pads for racing cars and friction materials for rail and industrial applications. TMD Friction is also one of the largest suppliers to the global aftermarket with its Textar, Pagid, Mintex, Don, Cobreq, and Cosid brands. With locations in Germany and five other European countries, as well as the US, Brazil, Mexico, China, Japan and Malaysia, TMD Friction generated a turnover of €639 million in 2008. TMD Friction Group employs approximately 3,800 people worldwide. www.tmdfriction.com

Background information on Pamplona Capital Management LLP

Pamplona Capital Management is a London-based equity investor that provides a long-term private equity investment platform to its clients. Pamplona is currently investing out of its second private equity fund, which has total commitments of €1.3 billion. Pamplona made six investments out of its first fund, across a range of sectors, including an investment in 2005 in SAF-HOLLAND, the German-based manufacturer of components and systems for heavy goods vehicles, a company in which Pamplona remains the largest shareholder. www.pamplonafunds.com

Background information on Kebekus & Zimmermann

Kebekus & Zimmermann act exclusively in the field of commercial law, with an emphasis on insolvency and restructuring. Founding partner Dr. Frank Kebekus, has worked for fifteen years exclusively in the field of restructuring and insolvency law and has been appointed as administrator by various courts in Germany in several hundred insolvency cases. One of the main emphases of the firm’s work is on supporting complex corporate restructuring processes. This applies in particular to international concerns. The firm has amassed considerable experience in this area, having been involved in the first European insolvency case in which conflicting administration orders were handed down by courts in England, France and Germany (“ISA-Daisytek”). www.kebekus-zimmermann.de

Background information on Close Brothers

Close Brothers is Europe’s largest, independent investment bank focused exclusively on mid-market transactions. Close Brothers GmbH, Germany, and Close Brothers AG, Switzerland, are part of Close Brothers Group plc., the LSE listed UK investment bank. Close Brothers has 2,500 employees worldwide of which more than 150 are based in Germany and Switzerland. Close Brothers International has a global presence with offices in all important financial centres in Europe, Asia and the USA. Close Brothers offers independent corporate finance advice in four areas: Mergers and Acquisitions, Corporate Restructuring, Debt Advisory and dedicated advice to the Private Equity industry. www.closebrothers.de and www.closebrothers.ch