AMYT.L Regulatory News (AMYT)

14 May 2012

Sterling Green Group plc

("Sterling Green" or the "Company")

Proposed acquisition of Terra Energy Limited ("Terra Energy"),

placing to raise £10 million and change of name to Fastnet Oil & Gas plc

Sterling Green (AIM: SGG)is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Terra Energy for an aggregate consideration to be satisfied by the issue of 64,129,611 New Ordinary Shares (following the Share Consolidation) and the payment of €40,000. The Company is also proposing to raise £10 million (before expenses) through a heavily oversubscribed conditional placing of 90,909,091 New Ordinary Shares by Shore Capital and Davy at the Placing Price of 11 pence per New Ordinary Share to provide further working capital for the Enlarged Group which is proposed to be renamed Fastnet Oil & Gas plc ("Fastnet"). 

Key Highlights:

A new independent E&P company created, Fastnet Oil & Gas plc, focussed on identifying opportunities in Ireland and North and East Africa

·; Placing to raise £10 million from institutional and private investors at 11 pence per share, valuing the enlarged business at approximately £18 million

·; Funds raised will be used to fund and develop a pipeline of opportunities and find and acquire early stage E&P opportunities in the Celtic sea and in North and East Africa

Successful and experienced Board and advisory committee with over 100 years experience in E&P and capital markets

Board

·; Dr. Stephen Staley PhD MBA - Proposed CEO - Non-executive Director of Cove Energy and one of the founders of Independent Resources plc. Geologist by training with 27 years experience in the energy sector, including Conoco and BP

·; Michael Nolan - Proposed Non-executive Director - founder and director of Cove Energy and experienced public company director. Accountant by training

·; Cathal Friel - Proposed Non-executive Chairman - One of the founders of Raglan Capital and Merrion corporate finance, with over 25 years of capital markets experience

·; Michael Edelson - Chairman of Sterling Green Group and proposed Non-executive Director of Fastnet. Founded and been on the board of many listed companies and has been on the Board of Manchester United Football Club since 1982

Advisory Board

·; John Craven, petroleum geologist with 35 years experience in senior and technical roles in upstream oil and gas exploration and production companies. Most recently with Cove Energy as director and CEO since May 2009.

·; Paul Griffiths, petroleum geologist with over 35 years experience in early stage oil and gas prospecting. Founder and former CEO of Island Oil and Gas, which drilled the first successful exploration well offshore South East Ireland in 16 years and was subsequently acquired by San Leon Energy in 2010

Fastnet strategy is to create significant shareholder value through the employment of its assets and resources in a prudent manner

·; Develop a portfolio of high impact conventional oil and gas resources

·; Utilise the experience of certain proposed directors, the advisory board and where possible shareholders to further develop the Enlarged Group's business

·; Identify exploration assets which will create sustainable growth for the business through judicious expenditure on focussed exploration, using the latest exploration techniques and conceptual models

·; Efficient use of portfolio and resources in order to minimise capital expenditure, i.e. farm-down, sale or future equity fundraising

Enlarged Group's current portfolio focussed on the prospective Irish Atlantic Margin; with potential from pan-Africa experience

·; Offshore Ireland - Connemara prospect Net Profit Agreement

·; Celtic Sea - three Celtic Sea licence options applications pending in the Fastnet, Molly Malone and Mizzen basins

·; Additional opportunities to be pursued to capitalise on management's proven track record, technical expertise and contact base

Transaction constitutes a reverse takeover under the AIM Rules and the Directors are seeking shareholder approval for the Proposals at a General Meeting to be held on 8 June 2012, which include inter alia:

·; Acquisition of Terra Energy

·; Reorganisation of the Company's Existing Share Capital in a 38 for one share consolidation

·; Change of company name to Fastnet Oil & Gas Plc

·; Adoption of new articles of association

Sterling Green Group plc is being advised by Shore Capital as Nominated Adviser, Lead Bookrunner and Joint Broker. Davy is acting as proposed ESM Adviser and Joint Broker.

Unless otherwise defined herein, defined terms used in this announcement have the meaning given to them in the Company's AIM admission document published today.

Michael Edelson, Chairman of Sterling Green, commented:

"I am very pleased to announce this significant transaction and change in strategy, which I believe will benefit existing shareholders in Sterling Green, as the proposed enlarged business looks to deliver value through oil and gas exploration utilising Fastnet's existing portfolio of assets and leveraging the experience and contacts amongst the proposed new Directors and advisers. I look forward to continuing to serve the business and have great confidence in the future of Fastnet."

Steve Staley, CEO of Fastnet, commented:

"The proposition which Fastnet poses to existing shareholders in Sterling Green and new potential shareholders is extremely exciting; through a combination of management's extensive experience and successful track record and the opportunities presented by our current and future portfolio; we are looking to build a successful E&P business, to deliver significant shareholder value and take advantage of the significant opportunities which we see in Ireland and North and East Africa."

For further information, please contact:

Copies of the admission document are available to the public, free of charge, at the registered office of the Company, Number 14 The Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN, telephone 0161 975 0434 during normal business hours on any weekday (Saturdays and public holidays excepted) for a period of one month from the date of Admission. The Admission Document is also available free of charge on the Company's website at http://sterlinggreen.co.uk/sgg/.

Proposed Acquisition and Placing

Sterling Green, whose Existing Ordinary Shares were suspended from trading on AIM on 7 March 2012 pending the publication of an admission document, announces that it has entered into a conditional agreement to acquire the entire issued share capital of Terra for an aggregate consideration to be satisfied by the issue of the Consideration Shares and the payment of €40,000.

The Company is proposing to raise £10 million (before expenses) through a heavily oversubscribed conditional placing of 90,909,091 New Ordinary Shares at 11 pence per share with institutional and other investors. It is intended that the proceeds from this conditional placing will be used to to provide further working capital for the Enlarged Group.

Shore Capital & Corporate Limited acted as Nomad, Shore Capital Stockbrokers Limited as Lead Book Runner and Joint Broker and Davy acted as proposed ESM Adviser and Joint Broker.

The Acquisition will result in a fundamental change in the business of the Company due to the size of the Acquisition relative to the current size of the Company and will consequently constitute a reverse takeover under the AIM Rules. As a consequence, the Directors are seeking Shareholder approval for the Proposals at the General Meeting.

Irrevocable undertakings to vote in favour of the Resolutions have been obtained from certain Existing Shareholders in respect of their beneficial shareholdings amounting to in aggregate 177,901,481 Existing Ordinary Shares representing 58.6 per cent. of the Existing Share Capital.

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM and to the Irish Stock Exchange for the Enlarged Share Capital to be admitted to trading on the ESM. The admission document, which comprises a circular to Shareholders and notice of the general meeting, is today being posted to Shareholders and will be available on the Company's website.

The Proposals are conditional, inter alia, on the passing of the Resolutions and on Admission. It is expected that Admission will become effective and dealings in the Enlarged Share Capital will commence on AIM and ESM on 11 June 2012.

1. Background information on the Company

In 2007, the Company acquired Sterling Green Limited, a company that offered a range of in-house financial solutions including debt management solutions for individuals. On 1 December 2011, Sterling Green Limited disposed of the majority of its debt management book to DRSP Limited, a private limited company whose primary business function is to provide software and support services to the individual voluntary arrangement industry. The Company subsequently sold the remainder of the Group's trading business through the sale of its subsidiaries, Tax Debts Limited and Sterling Green Mortgages Limited. Sterling Green Limited, which had been the Company's main trading subsidiary, then had a liquidator appointed, pursuant to a creditors' voluntary liquidation. Since 1 December 2011, the Company has been classified as an investing company under Rule 15 of the AIM Rules.

The Current Directors have, since 1 December 2011, reviewed a number of possible acquisition opportunities to create value for Shareholders. The Current Directors consider that Terra meets this criterion and believe that the quality of Terra's management team and its current and potential asset base justify the Current Directors' recommendation of the Acquisition to Shareholders.

2. Background information on Terra

2.1. Introduction and background

Terra was incorporated in February 2008 and was established to explore and develop unconventional oil and gas resources in Europe and North Africa. Terra has since focused on conventional oil and gas prospects in the Celtic Sea. In addition, Terra plans to avail itself of new potential conventional oil and gas opportunities in North and East Africa where certain of the Proposed Directors have significant knowledge, contacts and experience of creating value. The founders and current management of Terra include a number of individuals with extensive natural resources and public company experience.

Amongst the founders and shareholders of Terra are Michael Nolan, Finance Director of Cove Energy Plc and Stephen Staley, Non-executive Director of Cove Energy Plc. John Craven, CEO of Cove Energy Plc, is a founding shareholder and will be on the Advisory Board of the Enlarged Group. In 2011, Terra raised approximately €900,000.

On Admission, Terra's assets will include an interest in a net profit bonus arrangement relating to the Connemara prospects offshore Ireland ("NPBAgreement") and 13 coal licenses based in the Connaught Coal Field, onshore Ireland. Terra has also made applications to the PAD for three offshore licensing options in the Celtic Sea and an onshore licence in the Dublin Basin. Further details of the Company's assets are set out below.

2.2. NPB Agreement

The NPB Agreement was created as a consequence of Carob Limited ("Carob") introducing the Connemara prospect offshore Ireland to the eventual licence holder. Under the NPB Agreement, Carob will be carried through all the capital investment in exploration, appraisal, development and production and will have no exposure to any operating costs.

Pursuant to the terms of the heads of agreement relating to the NPB Agreement, Terra will, conditional only on Admission, be entitled to 0.6 per cent. of all profits derived from and attributable to the production of, inter alia, oil from block 26/8 and part-blocks 26/27, 35/2 and 35/3 after deduction of operating costs but before tax.

In respect of its report, SLR Consulting Limited has valued this interest as follows (extracted from the executive summary of the Competent Person's Report):

2.3. Offshore Irish Sea licence applications

Terra has lodged applications with the PAD for three 18 month licensing options for oil and gas prospects in the Celtic Sea, offshore Ireland. These licensing options were submitted to the PAD in 2011. Normally, the issuing of such licensing options is a three to six month process. However the issue of the three licensing options applied for by Terra has been delayed while the PAD wait for the Minister for Natural Resources to sign off on a Strategic Environmental Assessment for offshore Ireland. Whilst there can be no guarantees that all, or any, of the Offshore Licences will be awarded to the Enlarged Group, the Proposed Directors believe the Enlarged Group will be in a strong position with respect to being awarded certain of the three licensing options.

All three application areas have been chosen because the Proposed Directors believe that each exhibits attractive petroleum geology with the potential to host major hydrocarbon reserves. In addition, the Proposed Directors believe that existing seismic data available in respect of these application areas will respond well to current processing techniques.

Paul Griffiths, a member of the Advisory Board, has many years of experience relating to these specific application areas.

2.3.1. Licence Area 1 (Fastnet basin)

Location

The basin lies on the north-western European continental shelf in Irish offshore waters with water depths ranging between 110-150 metres. It is believed by the Proposed Directors to be analogous to, inter alia, the South Alwyn Area of the UK North Sea. The licensing option covers block 63/4 and part blocks 63/8(N), 63/9(N) and 63/10(W) in the Fastnet basin.

History & prospects

Previous drilling in the basin has proven the existence of a working petroleum system - oil shows were encountered in two wells and oil flowed from a drill-stem test at a third well. Good reservoir parameters were also found in the main target horizons. However, previous operators suffered from poor seismic quality and low oil prices and the full potential of the area was not assessed.

The Proposed Directors are aware of a number of substantial undrilled prospects that will form the initial focus of work on the area. The Proposed Directors believe, based entirely on their own internal estimates, that this licence area could represent as much as 2.6 billion bbls of potential OIIP. However, no formal reliance should be attributed to this figure.

Next steps

Terra has applied for an 18 month licensing option. During that period the New Board's initial intention is to reprocess a minimum of 400km of "prospect specific" existing 2D 1996 vintage seismic data using state-of-the-art techniques. In addition, trial reprocessing of 150km of existing 1976 and 1980 2D data would be carried out, subject to gaining access to the data. Subject to results, Terra would move to acquiring 3D seismic data and proceed to apply for an exploration licence.

The Proposed Directors believe that the existing seismic database available in respect of License Area 1, in particular, should respond well to modern seismic reprocessing techniques and the intention is to use Amplitude Versus Offset ("AVO") techniques, seismic inversion and rock property work once the licence has been granted to better define existing prospects and leads.

2.3.2. Licence Area 2 (Molly Malone basin)

Location

The basin is located within the Celtic Sea Basin in water depths of up to 100 metres. The licensing option covers block 50/26 and part blocks 49/30, 50/21 and 50/22 in the North Celtic sea basin.

Prospects

The Proposed Directors believe that this basin offers an opportunity to develop an exploration concept incorporating all the elements of a working petroleum system tested in adjacent areas offshore southeast Ireland, such as the Fastnet basin, and onshore England, such as the Wessex basin (containing Wytch Farm oil field - the largest onshore oil field in Western Europe). The Proposed Directors believe, based entirely on their own internal estimates, that this licence area could represent as much as 1 billion bbls of potential OIIP. However, no formal reliance should be placed on this figure.

Next steps

Currently, there are no wells in the application area and there is only sparse 2D seismic coverage available. Terra has applied for an 18 month licensing option. During that period the New Board's initial intention is, subject to locating and accessing the field tapes, to purchase and reprocess and interpret a minimum of 180km of existing 2D seismic data. Subject to results, Terra would move to acquiring 3D seismic data and proceed to apply for an exploration licence.

2.3.3. Licence Area 3 (Mizzen basin)

Location

This basin is located within the Celtic Sea Basin in water depths of up to 160 metres. The licensing option covers blocks 55/14 and 55/15 and part blocks 55/9 and 55/10 in the South Celtic sea basin.

Prospects

The Proposed Directors believe that the basin offers an opportunity to develop an oil play incorporating all the elements of a working petroleum system tested in adjacent areas offshore Ireland and in the analogous Flemish Pass, Orphan and Jeanne D'Arc basin offshore eastern Canada. The Proposed Directors believe, based entirely on their own internal estimates, that this licence area could represent as much as 1 billion BOE. However, no formal reliance should be placed on this figure.

Next steps

Currently, there are no wells in the application area and the deep seismic data quality available is very poor with no obvious seismic reflectors. Terra has applied for an 18 month licensing option, during that period the New Board's initial intention is to purchase and reprocess a minimum of 550km of existing 2D seismic data. Subject to results, Terra would move to acquiring 3D seismic data and proceed to apply for an exploration licence.

It is possible that if a suitable seismic vessel is in the area the 3D acquisition programme for all three licence areas, and hence application for exploration licences, may be accelerated.

2.4. Onshore Irish licence application

Terra has lodged an application for an onshore shale gas exploration licence in the Dublin Basin. However, given the current anti-fracking movement in Ireland, the future viability of this prospect is uncertain.

2.5. Coal licences

Terra's original strategy in 2008 was to explore and develop unconventional oil & gas and as such it acquired a number of coal licenses in Ireland. It still has a 100 per cent. interest in 13 prospecting licenses covering approximately 455 km2 within the Connaught coal field. These licenses are located within the north west region of Ireland and include the historic Arigna Coal Mine. The Arigna Coal Mine was in production until 1990 supplying the Arigna Power Station.

One of the Proposed Directors has extensive knowledge of these assets from the history of mining within the Connaught coal field but the New Board does not consider these to be core assets to the Enlarged Group's development. It is likely these 13 prospecting licenses will not be exploited and will be relinquished at the appropriate time.

2.6. Strategy

The New Board's strategy is for the Enlarged Group to develop a portfolio of conventional oil and gas resources. The focus will initially be on implementing its strategies within the Celtic Sea, exploring the offshore licence options, if and once granted. However, the Enlarged Group also intends to develop new opportunities in North and East Africa.

The New Board intends to utilise the experience of certain of the Proposed Directors, the Advisory Board and, where possible, certain of the current shareholders of Terra, to further develop the Enlarged Group's business. In addition, the New Board believes that the industry contacts of certain of the Proposed Directors should provide the Enlarged Group with access to further prospective projects going forward and ensure a continuous pipeline of opportunities.

The Enlarged Group's aim will be to focus on finding exploration assets which will create sustainable growth for the Enlarged Group through judicious expenditure on focused exploration, using the latest exploration techniques and conceptual models. Once exploration indicates that development is commercially viable, the New Board will consider whether the associated major capital expenditure should be funded through farm down, sale or future equity fundraising.

3. Structure of the Acquisition

Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire Terra from the Vendors, for a consideration to be satisfied by the issue of 64,129,611 New Ordinary Shares at the Placing Price (representing 44.2 per cent. of the Enlarged Share Capital) and the payment to certain Vendors of €40,000.

The Acquisition Agreement is conditional, inter alia, on the passing of the Resolutions and Admission.

4. Share Consolidation

The Company's Existing Ordinary Shares currently have a nominal value of £0.001 (0.1 pence). When trading in the Existing Ordinary Shares was suspended on 7 March 2012, the price of the Existing Ordinary Shares was 0.63 pence. A reorganisation of the Existing Share Capital is proposed whereby each holding of 38 Existing Ordinary Shares, whether issued or unissued, will be consolidated into one New Ordinary Share. Resolution 3 will effect the Share Consolidation.

Holders of fewer than 38 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share following the Share Consolidation. Shareholders with a holding in excess of 38 Existing Ordinary Shares, but which is not exactly divisible by 38, will have their holding of New Ordinary Shares rounded down to the nearest whole number of New Ordinary Shares following the Share Consolidation.

Fractional entitlements, whether arising from holdings of fewer or more than 38 Existing Ordinary Shares, will be sold in the market and the proceeds will be retained for the benefit of the Company. The Existing Ordinary Shares have been admitted to CREST. Application will be made for Enlarged Share Capital to be admitted to CREST, all of which may then be held and transferred by means of CREST. It is expected that the New Ordinary Shares arising as a result of the Share Consolidation in respect of Existing Ordinary Shares held in uncertificated form, i.e. in CREST, will be credited to the relevant CREST accounts on 11 June 2012.

The record date of the Share Consolidation is 8 June 2012. The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares. New share certificates will be issued to holders of Existing Ordinary Shares following the Share Consolidation. Pending the issue of a new share certificate, holders of Existing Ordinary Shares existing share certificate(s) will remain valid.

5. Information on the Current Directors, Proposed Directors, Advisory Board and Senior Management

The directors of the Company as at the date of the Admission Document comprise Michael Edelson and Ian Aspinall. On Admission, Ian Aspinall will resign as a director and Company Secretary with immediate effect and Michael Edelson will be appointed as a non-executive director of the Company.

On Admission, Stephen Staley will join the New Board as CEO with Cathal Friel as Non-executive Chairman and Michael Nolan as a Non-executive Director. Alan Mooney will be appointed Company Secretary. Stephen Staley has been part time CEO of Terra since April 2011.

Brief summaries of the biographies of each of the Directors and Proposed Directors are set out below:

5.1. Current Directors

John Michael Edelson (aged 67), Non-executive Chairman and proposed Non-executive Director

Mr Edelson has been non-executive chairman of Sterling Green Group plc since he founded the Company (then called Hamilton Partners plc). Since 1990 he has founded and been on the board of many listed companies, mostly on AIM, including ASOS (formerly Brindle plc), Magic Moments plc, Knutsford Group plc, Mercury Recycling Group plc, Prestbury Group plc and Singer & Friedlander AIM 3 VCT plc.

He has been a member of the board of Manchester United Football Club Limited since 1982.

Ian Aspinall (aged 48), Non-executive Director

Mr Aspinall was appointed Finance Director of Sterling Green Group plc in June 2010. He qualified as a Chartered Accountant in May 1989 whilst working in a private practice based in central Manchester, where he remained until March 2000. Whilst holding the position of company secretary of a number of AIM listed and private companies over the last decade, he has also been the Finance Director of AIM listed DM plc (formerly Hawthorn Holdings plc) until October 2004 and a Non-Executive Director of AIM listed Felix Group PLC until March 2004. He is also currently a Director of Oxygen Ventures

Limited, which is registered with the FSA.

5.2. Proposed Directors

Dr George Henry Stephen Staley (aged 52), Proposed CEO

Dr Staley is a Fellow of the Geological Society holds a BSc (Hons.) in Geophysics from Edinburgh University, a PhD in Petroleum Geology from Sheffield University and an MBA from Warwick University. Stephen was founder and former Managing Director of Independent Resources PLC and is founder and Managing Director of Derwent Resources Limited. He is currently a non-executive director of Cove Energy Plc. Dr Staley has 27 years' experience in the energy sector, including Conoco and BP, with considerable experience in the European, African and Asian oil, gas and power sectors.

Cathal Martin Friel (aged 47), Proposed Non-executive Chairman

Mr Friel is managing director and one of the founders of Raglan Road Capital Limited (which trades as Raglan Capital), a Dublin and London based corporate finance and merchant banking group. He has over 25 years of managerial, entrepreneurial and corporate finance experience, as well as successfully advising major UK and Irish companies on domestic and international transactions.

He was previously one of the founding directors of Dublin based Merrion Corporate Finance, where he helped build Merrion to become one of Irelands top three corporate finance and stockbroking firms in less than 6 years before successfully selling it for approximately €100 million in 2006.

Michael Henry Nolan (aged 50), Proposed Non-executive Director

Mr Nolan is a qualified accountant and was founder and Finance Director of Cove Energy PLC, which listed on AIM in 2009. He is currently Executive Chairman of Vancouver based, Rathdowney Resources Limited, a TSX-V listed natural resource company, operating in Ireland. Michael currently serves on the board of several resource exploration and investment companies including Tiger Resource Finance plc and Adelaide Capital Corp Limited. Mr Nolan has over 25 years' experience in the exploration sector.

5.3. Advisory Board

The Enlarged Group will have an advisory board to help source and procure relevant projects and assess potential projects. The members of the Advisory Board on Admission will be:

John Edward Craven (aged 62), Geologist

Mr Craven is a petroleum geologist with thirty five years' experience in senior technical and commercial roles in upstream oil and gas exploration and production companies. He has been a director and CEO of Cove Energy plc ("Cove") since May 2009. Cove is currently subject to a takeover bid valuing it in excess of £1 billion. Prior to joining Cove, he was founder and chief executive of AIM and ESM quoted, African and Mediterranean focused, exploration company, Petroceltic International plc ("Petroceltic"). Petroceltic grew under his direction and stewardship to a business with a diversified portfolio of exploration and appraisal projects in Italy, Algeria and Tunisia. Mr Craven has an MSc in

Petroleum Geology from the Royal School of Mines in London and an MBA from Queens University in Belfast.

Paul Griffiths (aged 57), Geologist

Mr Griffiths is a petroleum geologist with over 35 years experience in early stage oil and gas prospecting. He was a founder and former CEO of Island Oil and Gas plc which drilled the first successful exploration well offshore south east Ireland in 16 years and was subsequently acquired by San Leon Energy. He has previous experience in both Gulf Oil and Libyan National Oil Corporation.

He is a graduate of the Royal School of Mines (London) in geology and will be an advisor to the Enlarged Group solely in respect of oil and gas exploration appraisal and development onshore and offshore Ireland.

6. Details of the Placing and use of proceeds

The Company is proposing to raise £10 million (before expenses) by the issue of 90,909,091 New Ordinary Shares at the Placing Price. The Placing Shares will represent approximately 55.8 per cent. Of the Enlarged Share Capital. The Placing Shares will rank pari passu in all respects with the New Ordinary Shares including the rights to all dividend and other distributions declared, made or paid following Admission and will be issued fully paid under the Act and pursuant to the authorities being provided under Resolutions 4 and 5. The Placing has not been underwritten.

The proceeds of the Placing will be used to fund and develop a pipeline of opportunities for Terra and for general working capital purposes for the Enlarged Group.

The Placing is conditional, inter alia, on:

·; the Placing Agreement becoming unconditional and not having terminated in accordance with its terms prior to Admission; and

·; Admission occurring by no later than 11 June 2012 (or such later date as Shore Capital, Davy and the Company may agree, being no later than 31 July 2012).

7. Directors' and Proposed Directors' Interests

Immediately following Admission, the interests of the Current Directors and Proposed Directors in the issued share capital of the Company will be, as follows:

Notes:

1. Michael Edelson's interest in Existing Ordinary Shares in the Company include 1,000,000 held by his wife, JB Edelson, 1,750,000 held by Novabank Capital Limited and 3,800,390 held by London and City Credit Corporation Limited. In addition, Michael Edelson holds 1,000,000 Existing Ordinary Shares non-beneficially as a trustee of The Morris Edelson Settlement.

2. Ian Aspinall has non-beneficial interests in Existing Ordinary Shares in the Company, being 8,250,000 held non-beneficially as a trustee of The Blueberry Charitable Trust and 4,000,000 held non-beneficially by his wife, J M Aspinall, as a trustee of The Cheshire Children's Charitable Trust.

3. Cathal Friel's interest in New Ordinary Shares in the Company will include 15,554,857 New Ordinary Shares held by Raglan Road Capital Limited, a company in which Cathal Friel and his wife, Pamela Iyer, have a 90 per cent. interest.

8. Significant shareholders

On Admission, the following will hold directly or indirectly 3 per cent. or more of the Enlarged Share Capital:

Note:

1. Cathal Friel's interest in New Ordinary Shares in the Company will include 15,554,857 New Ordinary Shares held by Raglan Road Capital Limited, a company in which Cathal Friel and his wife, Pamela Iyer, have a 90 per cent. interest.

9. General Meeting

Set out at the end of the Admission Document is a notice convening the General Meeting to be held at the offices of the Company at Number 14, The Embankment, Vale Road, Heaton Mersey, Stockport, Cheshire SK4 3GN at 10.05 a.m. on 8 June 2012, (or such later time as the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day has concluded or been adjourned) for the purposes of considering and, if thought fit, passing the Resolutions.