Agronomics Regulatory News (ANIC)

For Immediate Release

14 January 2015

Port Erin Biopharma Investments Limited

 ("Port Erin" or the "Company")

Tender Offer

The Board of Port Erin announces that it has published a Circular to Shareholders setting out the terms and conditions of a tender offer by the Company to redeem and cancel some or all of its issued Ordinary Shares (the "Tender Offer") and instructions on how Shareholders may participate in the Tender Offer, should they wish to do so. 

A copy of the Circular will shortly be available at the Company's website -www.porterinbiopharma.com

The information in this announcement has been extracted from the Circular without material adjustment and the capitalised terms follow the same definitions as in the Circular unless otherwise specified.

The expected timetable for the Tender Offer and Definitions are appended below.

For further information, please contact:

1 INTRODUCTION

1.1 Following the EGM of the Company on 11 November 2013 at which the Distribution was approved, the Board has resolved to offer Shareholders the opportunity to sell back some of their Ordinary Shares to the Company by way of a Tender Offer.

1.2 Under the terms of the Tender Offer Shareholders will have the right to sell back to the Company some of their Ordinary Shares (being their respective Tender Entitlement) at the Tender Price.

1.3 The Tender Price shall be the Company NAV Per Share incorporating the actual sale proceeds received by the Company following sale or transfer of Fund Shares immediately following the Record Date (adjusted to reflect the accruals and liabilities included in the unaudited December 2014 Balance Sheet, including Expenses).

1.4 Although Shareholders should take their own tax advice on the implications of the Tender Offer for them, the Directors believe the Tender Offer (as opposed to a cash dividend) is a tax efficient method of returning value to Shareholders from the Fund Shares.

1.5 Shareholders do not have to accept the Tender Offer. The Board of the Company will continue to identify potential investments under the Investing Policy following completion of the Tender Offer. Those Shareholders who do not accept the Tender Offer will have a proportionately larger interest in the Issued Shares of the Company (reflecting the fact that they have not tendered Ordinary Shares).

By way of illustration:-

Calculation for cash

A x (B/C) = D

Calculation for number of shares tendered

A x (B/E)= F

Tender Price

The Tender Price will be E/C = Company NAV per Share

Calculation for number of shares retained

A - F = G

Where:-

"A" represents number of shares held pre Tender Offer by Shareholder

"B" represents MBIF valuation, less the expenses associated with the Tender Offer, on the day immediately prior to the Record Date

"C" represents the number of shares in issue

"D" represents aggregate cash available to Shareholder pursuant to the Tender Offer

"E" represents the Company NAV on the Record Date

"F" represents number of shares (rounded down to the nearest share) each Shareholder may tender in accepting Tender Offer

"G" represents number of Ordinary Shares held by an individual Shareholder post Tender Offer

1.6 As an example and based on the previously published Company NAV / MBIF valuations at 31 December 2014 for a shareholder holding 1,000 shares in PEBI accepting the tender offer:-

I Calculation for cash

1,000 x (£2,726,998 / 33,864,836) = £80.50 cash paid

II Calculation for number of shares tendered

1,000 x (£2,726,998 / £4,803,038) = 567 PEBI shares tendered

III Illustrative Tender Price per Share

1,000 x (£4,803,038 / 33,864,836) = 14.18 pence

IV Calculation for number of shares retained

1,000 - 567 = 433 PEBI shares retained

1.7 Shareholders should note that the Tender Price will be at the Company NAV Per Share which, based upon the 31 December 2014 illustration as included in paragraph 1.6 above, would be 14.18 pence, representing a 13.44 per cent. premium to the closing price per share on AIM of 12.5 pence as at 12 January 2015, being the last business day prior to the publication of the Circular. The restated NAV of 14.18 pence allows for the deduction of the anticipated Expenses of £35,000.

1.8 This letter sets out the background to and reasons for the Tender Offer and why the Board has resolved that the Company make the Tender Offer.

2 BACKGROUND TO AND REASONS FOR THE TENDER OFFER

2.1 Port Erin was incorporated on 3 May 2011 under the laws of the Isle of Man, and was admitted to AIM on 15 September 2011 for the purpose of investing in the biotechnology and biopharmaceutical sector. The Company's strategy is to create value for Shareholders through investing in companies that have the potential to generate substantial revenues through the development within the biopharmaceutical sector.

2.2 At the time of Admission, the investment strategy of the Company was based on the Directors' continuing belief that recent progress in medical research is opening up opportunities for biopharmaceutical companies to develop new treatments for many of the diseases that impact on life expectancy and life quality.

2.3 Since Admission in September 2011, the Company has implemented the Investing Policy (as amended by Shareholders' vote in November 2013), having invested in aggregate £2.7 million (being the cash available after listing costs). As at 31 December 2014 the value of funds invested was £4.4 million, a 63% uplift.

2.4 Despite the strong performance of the Company in difficult economic conditions, the price of the Company's Ordinary Shares on AIM has languished significantly below the underlying value of the Company's assets on a per share basis (the "Discount").

2.5 This Discount has continued to frustrate Shareholders and Directors, and various options for reducing or eliminating the Discount have been formally considered by the Directors and advisers. On 11 November 2013, at the EGM, the Company approved a proposed investment by the Company in the Fund Shares (and the corresponding change to the Company's Investing Policy at the time), and the proposed Distribution following expiry of the Lock-in Period.

2.6 At the time of the EGM, it was envisaged by Directors that all Shareholders would receive, following expiry of the Lock-in Period, Fund Shares to hold directly by way of a dividend in specie a share buy-back or other demerger in order to realise value for Shareholders based upon the then proportional net asset value of the Fund held by the Company. Following extensive discussions with the Fund however, a distribution in specie has not proved possible as the compliance requirements for making this generally available for all Shareholders would make the exercise prohibitively expensive for the Fund and for the Company. As a result the Company has, determined that the best way of implementing this commitment is the Tender Offer, which seeks to return the full value of Fund Shares (less Expenses) to Shareholders pro rata in cash (should they elect to take up the Tender Offer) by selling the necessary proportion of the Fund Shares.

2.7 The Tender Offer, therefore, allows Shareholders, if they so wish, to sell some of their shares back to the Company at the implied value of the Fund Shares relative to each Ordinary Share of the Company (less Expenses). The final Tender Price will be calculated (and announced) by the Company on the Valuation Date based on the Company NAV on the Record Date (taking account of the December 2014 Balance Sheet).

2.8 Based on the December 2014 NAV, the Company would agree to purchase up to a maximum of 56.7 per cent. of Issued Shares, and the Tender Price would be approximately 14.18 pence per Ordinary Share. As at 31 December 2014 the Fund Shares represented 56.7 per cent. of the Company NAV (as adjusted for Expenses). As at 12 January 2014, the last practicable date before publication of the Circular, the Company's closing price per share on AIM was 12.5 pence, a discount of 11.8 per cent.

2.9 Whilst the elimination of the Fund Shares discount achieved by the Tender Offer is significant, Shareholders should note that the value of assets under management has risen considerably (please see paragraph 2.3 of Part One of the Circular), the strong track record of the Chairman, Mr Mellon, and the determination to return value to Shareholders (as evidenced by the Tender Offer), should provide Shareholders who choose not to accept the Tender Offer, with comfort and assurance that the Directors of the Company will continue to implement the Investing Policy to the best of their ability and endeavour to create significant shareholder value in the future, including by way of potential future acquisitions, and that by not accepting the Tender Offer such Shareholders shall benefit most should the objective of further shareholder value growth be achieved.

2.10 The Directors remain optimistic about the Company's holdings within the Investment Portfolio, and hence for the future prospects of the Company. In addition to the holding in MBIF, the Company's has two additional directly held important strategic investments at the date of the Circular. All three of the Company's principal investments show significant and continuing indications for profitable growth:

Magna Biopharma Income Fund - Holding valued at £2,761,998 as at 31/12/2014 (unaudited)

2.11 The investment objective of the MBIF is to seek growing income distributions with capital appreciation potential in the long term by investing in a diversified portfolio of Biopharma Sector Securities. MBIF's portfolio is largely composed of high-quality pharmaceutical names with strong balance sheets, a solid dividend pay-out and some growth options. The portfolio has a significant allocation to well-funded innovative smaller companies, often in the biotechnology space, with advanced pipelines of highly promising and innovative therapeutics and highly reputable management teams with strong track records to provide the MBIF with the potential for marked capital appreciation. Exposure to these income and growth components of the portfolio can be adjusted to reflect relative value. MBIF already shows a 5.9% return for 2015 based on the closing price of €13.5 in 8 January 2015 (for further information, please visit www.charlemagnecapital.com).

Plethora Solutions Holdings - Holding valued at £561,875 as at 31/12/2014 (unaudited) - AIM: PLE

2.12 Plethora Solutions Holdings plc ("Plethora") reported on 11 November 2014 that it continues to make good progress in commercialising FORTACIN™, a treatment and management for urological disorders, and expects to complete the New Drug Application filing and potential approval during Q4 2015. Regulatory approval has already been secured for the EU and a commercial partner, Recordati S.p.A., appointed for European and Russian distribution. Internal estimates made by Plethora suggest peak sales of US$1 billion for the US and EU combined (for further information, please visit www.plethorasolutions.co.uk).

Summit Corporation - Holding valued at £509,833 as at 31/12/2014 (unaudited) - AIM: SUMM

2.13 Summit Corporation plc ("Summit") concentrates on developing products that address the unmet clinical needs of both Duchenne Muscular Dystrophy ("DMD"), a fatal genetic muscle wasting disease, and also the infectious disease caused by the bacteria Clostridium difficile ("CDI"). DMD affects 1 in 5,000 boys and Summit have developed a propriety product SMT C1100 which has achieved Phase 1 regulatory approval and is now entering Phase 1b. CDI, with over 250,000 cases per year in the USA alone, results in 14,000 deaths and requires an estimated annual healthcare expenditure of over US$1 billion. Summit has developed a propriety product SMT 19969 which has passed Phase 1 regulatory approval and is now in Phase 2 trials which are progressing well. Summit announced on 19 December 2014 that it was seeking a possible dual listing on the US NASDAQ exchange during 2015 (for further information, please visit www.summitplc.com).

If Shareholders accept the Tender Offer, their pro rata investment in the Company's Investment Portfolio (including MBIF, Plethora and Summit) shall be correspondingly reduced.

No General Meeting Approval Required

2.14 Under the Act and the AIM Rules, the Tender Offer does not require the approval at a general meeting of the Shareholders.

Current operations and trading of the Company

2.15 As set out in the unaudited interim results of the Company for the period to 30 June 2014 (published by the Company on 30 September 2014), the Company has continued to implement the Investing Policy and to seek shareholder value growth through investments in the Biopharma sector.

2.16 Since 23 October 2013 (the date when the proposed Distribution was first announced) the price of the Company's Ordinary Shares on AIM has fallen by approximately 20 per cent. and continues to languish significantly below the implied value of the Company's assets on a per share basis.

2.17 Based on the December 2014 NAV adjusted for the anticipated Expenses, the Company had a net asset value of £4,803,038, giving a net asset value of 14.18 pence per Ordinary Share (the "Implied NAV Per Share")".

2.18 As set out at paragraph 2.9 and 2.10 of this Part One, the Directors of the Company remain optimistic regarding the Investment Portfolio (which has performed very well to date), and Shareholders electing not to accept the Tender Offer will benefit proportionately more than the Shareholders who accept the Tender Offer should further shareholder value growth be achieved (including in respect to any future acquisitions completed by the Company).

3 THE TENDER OFFER

3.1 The terms of the Tender Offer, that all Eligible Shareholders tendering Ordinary Shares, must accept and agree to, are set out at Part Two of the Circular.

3.2 The Tender Offer is being made available to all Eligible Shareholders on the Register as at the Record Date (other than certain Overseas Shareholders, as described in paragraph 11 (Overseas Shareholders) below).

3.3 Eligible Shareholders are invited to tender Ordinary Shares for purchase by the Company for cancellation on the terms and subject to the conditions set out in Part Two of the Circular and, in the case of Eligible Shareholders holding certificated Ordinary Shares, in the Tender Form and, in the case of Eligible Shareholders holding uncertificated Ordinary Shares in CREST, by sending a TTE Instruction.

3.4 To be valid, Tender Forms must be received by the Receiving Agent, and in the case of a TTE Instruction must settle, no later than by 1.00 p.m. on 30 January 2015 (that is, the Record Date).

3.5 Eligible Shareholders may either tender: (a) Ordinary Shares representing their respective Tender Entitlement; or (b) none of their Ordinary Shares.

3.6 Shareholders who hold Ordinary Shares through a nominee and wish to accept the Tender Offer should contact their nominee directly. The nominee will need to arrange for the underlying holding to be reregistered in a separate account so that the election to accept the Tender Offer can be submitted in respect of all of the Shareholder's respective Ordinary Shares.

3.7 Successfully tendered Ordinary Shares accepted by the Company (at its sole discretion) will be cancelled by the Company and will not be available for re-issue. The overall number of issued Ordinary Shares will therefore be reduced by the number of Ordinary Shares so purchased and cancelled. The practical effect of this is that each remaining Ordinary Share will (immediately following such cancellation) represent a greater percentage of the Company's issued share capital than it does at present.

3.8 Action required by Eligible Shareholders who do wish to participate in the Tender Offer is set out at paragraph 13 of this Part One of the Circular.

3.9 Eligible Shareholders do not have to tender any Ordinary Shares if they do not wish to, but, once submitted, a Tender Form and/or a TTE Instruction is irrevocable and cannot be withdrawn. Eligible Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of.

3.10 If Eligible Shareholders wish to accept the Tender Offer, they must do so in respect of their entire Tender Entitlement; but only one tender may be made in respect of any single Ordinary Share. The total number of Ordinary Shares tendered by any Eligible Shareholder should not exceed the Tender Entitlement of Ordinary Shares registered in such Eligible Shareholder's name.

3.11 All Ordinary Shares which are successfully tendered and accepted by the Company (at its sole discretion) will be purchased at the Tender Price. No Ordinary Shares tendered or purported to be tendered at any price other than the Tender Price will be purchased by the Company.

3.12 Shareholders should note that the Company is entitled not to, and will not, proceed with the Tender Offer if the Directors determine, prior to 11.00 a.m. on the Record Date, that:

(a) the Board cannot be satisfied on reasonable grounds that the Company will, immediately after completion of the Tender Offer, satisfy the solvency test referred to in section 49 of the Act;

(b) the Board in its absolute discretion concludes that the Tender Offer would no longer be likely to promote the success of the Company for the benefit of Shareholders as a whole; or

(c) there shall occur any material adverse change in national or international, financial, economic, political or market conditions,

which, in respect of (b) and (c) above, in the reasonable opinion of the Directors of the Company, renders the Tender Offer temporarily or permanently impractical or inadvisable (taking into account the background to and reasons for the Tender Offer); the Company shall in such a case terminate the Tender Offer and shall, as soon as reasonably practicable thereafter, notify the Eligible Shareholders affected in writing (and return tendered Ordinary Shares as soon as reasonably practicable).

3.13 Unless the Tender Period is extended (at the sole discretion of the Board) the Tender Offer will remain open from the date of the Circular until 1.00 p.m. on the Record Date (in the event of an extension of the Tender Period the Company will notify all Shareholders by way of regulatory news announcement on the day any extension is approved).

3.14 In the event that the Tender Offer is cancelled or withdrawn by the Company (at its sole discretion), neither the Company nor any Director shall have any liability to any Shareholder for any loss, damage or costs caused to such Shareholder as a direct or indirect result of the Tender Offer and/or its withdrawal or cancellation.

3.15 Ordinary Shares purchased pursuant to the Tender Offer will be acquired free of all liens, charges, restrictions, claims, equitable interests and encumbrances and together with all rights attaching thereto.

3.16 The Tender Price is net of all costs and expenses incurred by the Company ("Expenses") in connection with the Tender Offer.

4 FINANCING THE TENDER OFFER

The Company will satisfy payment for validly tendered Ordinary Shares which are accepted by the Company pursuant to the Tender Offer in cash following the sale of Fund Shares.

5 SIGNIFICANT SHAREHOLDER INTENTIONS AND THE TAKEOVER CODE

5.1 In aggregate Mr Mellon, the Chairman of the Company, is interested in 9,824,836 Ordinary Shares representing approximately 29 per cent. of the Issued Shares of the Company. Details of Mr Mellon's interests is set out below:

(1) Mr Mellon is a life tenant of a trust which is the owner of Galloway Limited

(2) Mr Mellon is a life tenant of a trust which is the owner of Shellbay Investments Limited

5.2 Mr Mellon remains confident regarding the potential future shareholder value growth that can be realised by the Investment Portfolio, and believes Shareholders who do not accept the Tender Offer may realise proportionately greater value from the assets of the Company in the future.

5.3 Under Rule 9 of the Takeover Code, however, Mr Mellon (together with Mellon Associates) is not permitted to acquire 30 per cent. or more of the Issued Shares of the Company, without making a mandatory offer for the Ordinary Shares in the Company not under his control. Mr Mellon and the Mellon Associates do not wish to make a takeover offer under Rule 9 of the Takeover Code, nor does the Company consider that it is in the interests of Shareholders that he (or the Mellon Associates) do make such an offer, or the Company seeks a Takeover Code waiver to enable Mr Mellon or the Mellon Associates to gain such greater percentage holding without incurring such an obligation to make a mandatory offer.

5.4 Accordingly, Mr Mellon and the Mellon Associates have agreed with the Company that they shall accept the Tender Offer only in respect of such number of Ordinary Shares as they respectively control (directly or indirectly), up to their respective Tender Entitlement, so as to maintain their current interest in the Company (i.e. Mr Mellon to retain an aggregate direct and indirect interest in the Company of 29 per cent. of Issued Shares post-completion of the Tender Offer). Unlike other Shareholders, Mr Mellon and the Mellon Associates are accordingly permitted to accept the Tender Offer in respect of some only of their Tender Entitlement.

5.5 Further, Mr Mellon and Mellon Associates have agreed with the Company and the Fund that, rather than receive the Tender Price in respect of Ordinary Shares tendered, they shall receive Fund Shares as consideration. By receiving Fund Shares directly, the Company reduces the dealing costs incurred, with the reduced Expenses benefitting all Shareholders equally. For the avoidance of doubt, Mr Mellon and Mellon Associates shall however bear their pro rata share of Expenses. Mr Mellon and Mellon Associates electing to receive Fund Shares rather than cash underlines Mr Mellon's commitment and belief in the investment philosophy and strategy, and future growth prospects, of not only the Company but also the Magna Biopharma Income Fund (in which the Company will continue to have a residual holding following the Tender Offer).

5.6 The reason for Mr Mellon and the Mellon Associates agreeing to such an adjustment mechanism, and agreeing that they will only take up the Tender Offer partially, is to enable the Company to retain the maximum assets (and have the maximum potential liquidity and market capital) post-Tender Offer. Mr Mellon and the Mellon Associates believe the balance sheet of the Company can be used to achieve further shareholder value in the future, and maximum value should be retained by the Company as part of this process.

5.7 Accordingly, on completion of the Tender Offer, Mr Mellon will remain interested (directly and indirectly) in 29 per cent. of the Issued Shares and no mandatory takeover offer under Rule 9 of the Takeover Code shall be triggered. This is the same as Mr Mellon's direct and indirect interest in the Company prior to the Tender Offer.

6 STATUS OF THE COMPANY POST-COMPLETION OF TENDER OFFER

6.1 Following the completion of the Tender Offer, the Company will continue to hold and manage the Investment Portfolio (excluding the number of Fund Shares disposed of as part of the Tender Offer process), and have cash resources of approximately £431,744 (as set out in the December 2014 NAV).This will continue to be in accordance with the Investing Policy, as approved by Shareholders in November 2013, set out below for ease of reference.

The Company will invest in the Biopharma Sector and will establish a portfolio of investments in biotechnology and biopharmaceutical companies.

The Company will invest in equity and equity related products in both quoted companies, which offer the benefits of liquidity, and in unquoted companies which offer the attraction of additional capital gains upon completion of a successful IPO.

The Company may also invest in shares of collective investment schemes ("UCITS") with exposure to the Biopharma Sector and in long-term equity participation securities the underlying securities of which will be based on Biopharma Sector securities and/or indices relating to the Biopharma Sector. The Company may invest in Biopharma Sector debt. Investments in Biopharma Sector debt shall not exceed 15 per cent. of the Net Asset Value of the Company.

The Company will be ungeared and will be a passive investor.

The Company aims to deliver capital growth by realising capital gains when it considers that the valuation of individual investments looks to be excessive or, as is often the case in this sector, as a result of trade sales.

Assets and investments will be held by the Company directly or through the individual share custodians of the brokers used by the Company to acquire the shares.

Any material variation to the Investing Policy will require the approval of Shareholders at a general meeting of the Company in accordance with the AIM Rules for Companies.

6.2 Save for the corporate and operating costs, and professional fees linked to the Company's listing on AIM, the Company has no other material liabilities outstanding at the date of the Circular.

6.3 The Management Agreement shall continue in full force and effect following completion of the Tender Offer.

6.4 Under the terms of the Management Agreement, the Company is required to pay the Management Fee quarterly by issuing new Ordinary Shares to Shellbay at the closing offer price of the Company at the end of each calendar quarter, on the basis of 15 per cent. of any increase in Net Asset Value from the previous "high watermark". As Shellbay is a party indirectly related to Mr Mellon who is indirectly interested in 29 per cent. of Issued Shares, no further Ordinary Shares can be issued to the manager in lieu of the Management Fee without triggering a requirement under Rule 9 of the Takeover Code for Shellbay to make an offer for the entire issued share capital of the Company.

6.5 Accordingly, as previously announced, the Company has agreed (subject to the exclusion at paragraph 6.6 below) that any Management Fees due in the future under the Management Agreement shall be settled by the transfer of Fund Shares from the Company to Shellbay in full and final settlement of Management Fees.

6.6 For the avoidance of doubt, calculation of Shellbay's entitlement to a Management Fee under the Management Agreement shall not include any fees in respect of increases in the value of Fund Shares retained by the Company post-Tender Offer.

6.7 No Management Fees are due to Shellbay under the Management Agreement as at the date of the Circular.

7 DIRECTORS' INTENTIONS

7.1 Details of Directors' shareholdings and those of their respective connected persons are set out below:

(1) Including the interests of the Mellon Associates

7.2 The intentions of Mr Mellon and the Mellon Associates in relation to the Tender Offer are set out at paragraph 5 of this Part One of the Circular.

8 Related Party Transaction

8.1 Mr Mellon, the Non-Executive Chairman of the Company is interested in shares representing 29 per cent. of the Issued Shares of the Company. In addition, Denham Eke, the Finance Director of the Company is the sole Director of Shellbay. Accordingly, the transaction is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

8.2 Mr Anderson Whamond is the Independent Director for the purposes of the Tender Offer. Mr Whamond is a Non-Executive Director of the Company. Mr Whamond, having consulted with Beaumont Cornish Limited, the Company's nominated adviser, considers the terms of the Tender Offer to be fair and reasonable insofar as the Company's Shareholders are concerned.

8.3 In particular, the mechanism by which Mr Mellon and/or Mellon Associates can accept the Tender Offer partially in respect of some only of their Ordinary Shares and by which they have agreed to take Fund Shares rather than cash (please see paragraph 5 above) is considered by Mr Whamond to be fair and reasonable as the mechanism has been agreed so that the Company retains the maximum possible assets without triggering a mandatory offer for the Company by Mr Mellon (and/or Mellon Associates) under the Takeover Code.

8.4 Whilst the Fund is not a party to the Tender Offer (the arrangements with the Fund having been previously dealt with and approved by Shareholders in November 2013), it is noted that Mr Mellon is the non-executive Chairman of the investment manager to the Fund, and Mr Whamond is a non-executive director of Magna Umbrella Fund of which the Fund is a sub-fund and a non-executive director of the investment manager of the Fund.

9 TAXATION

No advice is provided regarding taxation. Any Shareholder who is in any doubt as to their tax position should consult an appropriate professional adviser.

10 CLOSING TIME AND RECORD DATE

10.1 Only Eligible Shareholders who hold Ordinary Shares at the Closing Time on the Record Date are eligible to participate in the Tender Offer in respect of those Ordinary Shares so held. Any Shareholder holding Ordinary Shares in certificated form who returns a Tender Form is required to return also the relevant share certificate or a completed letter of indemnity in lieu thereof by the Record Date.

11 OVERSEAS SHAREHOLDERS

11.1 The Tender Offer is not available to Shareholders whose address, as stated on the Register, is in a Restricted Jurisdiction, or who are resident in a Restricted Jurisdiction. The Board shall use its discretion in deciding whether the Tender Offer is made available to Shareholders whose address or place of residence is not in a Restricted Jurisdiction but is outside of the UK or the Isle of Man. A Restricted Jurisdiction includes the United States, Australia, New Zealand, the Republic of Ireland, South Africa, Canada or Japan or any other jurisdiction where the mailing of the Circular, or the making of the Tender Offer into such jurisdiction would constitute a violation of the laws of such jurisdiction.

The making of the Tender Offer in, or to persons resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for persons who are citizens, residents or nationals of jurisdictions outside the United Kingdom, may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any such Shareholder wishing to tender Ordinary Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction. Any such Shareholder will be responsible for any such issue, transfer or other taxes payable and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes such person may be required to pay. No steps have been taken to register or qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Circular, the Tender Form and any related documents in any territory outside the United Kingdom.

11.2 A Shareholder will be deemed not to have tendered Ordinary Shares pursuant to the Tender Offer if:

(a) such Shareholder is unable to make the representations and warranties set out in paragraph 5 of Part Two of the Circular (in the case of Shareholders holding their interest in certificated form) and paragraph 6 of Part Two of the Circular (in the case of Shareholders holding their shares through CREST); or

(b) such Shareholder completes Box 1 of a Tender Form with an address in any Restricted Jurisdiction or has a registered address in any Restricted Jurisdiction and in either case such Shareholder does not insert in Box 1 of a Tender Form the name and address of the person or agent outside of any Restricted Jurisdiction to whom he wishes the consideration to which he is entitled under the Tender Offer to be sent, subject to the provisions of this paragraph and applicable law; or

(c) such Shareholder inserts in Box 5 of a Tender Form the name and address of a person or agent in any Restricted Jurisdiction to whom he wishes the consideration to which such Shareholder is entitled under the Tender Offer to be sent; or

(d) the Tender Form received from him is in an envelope postmarked in, or which otherwise appears to the Company or its agents to have been sent from any Restricted Jurisdiction.

11.3 The Company reserves the right, in its absolute discretion, to investigate in relation to any acceptance, whether the representations and warranties in paragraphs 5 and 6 (as applicable) of Part Two of the Circular are correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation and warranty is not correct, such acceptance shall not be valid.

11.4 The provisions in this paragraph 11 and/or any other terms of the Tender Offer relating to Overseas Shareholders, may be waived, varied or modified as regards a specific Shareholder or on a general basis by the Company in its absolute discretion but only if the Company is satisfied that such waiver, variation or modification will not constitute or give rise to breach of applicable securities or other laws. References to a "Shareholder" shall include references to the persons executing Tender Forms and and/or submitting a TTE Instruction, and in the event of more than one person executing Tender Forms, the provisions in this paragraph 11 shall apply to them jointly and severally.

12 ADDITIONAL INFORMATION

12.1 If you have any questions relating to this document, and the completion and return of the Tender Form, please telephone Capita Asset Services between 9.00am and 5.30pm (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice. 

13 ACTION TO BE TAKEN

13.1 Shares held in certificated form

Eligible Shareholders who hold Ordinary Shares in certificated form and who wish to participate in the Tender Offer should follow the instructions on the accompanying Tender Form and return it to the Receiving Agent: Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU to arrive by no later than 1.00 p.m. on 30 January 2015 (the Record Date). Eligible Shareholders who hold their Ordinary Shares in certificated form should also send their share certificate(s) or other documents of title in respect of the Ordinary Shares tendered with their Tender Form to the Receiving Agent at the address above, to be received not later than the Record Date. Further details of the procedure for tendering and settlement are set out in Part Two of the Circular and on the accompanying Tender Form. COMPLETED FORMS OF ACCEPTANCE MUST BE RECEIVED BY NOT LATER THAN 1.00 P.M. ON 30 JANUARY 2015.

The execution of the Tender Form will constitute the irrevocable appointment of any Director or officer of the Company, or other person(s) nominated by the Company, as a Shareholder's attorney and/or agent ("Attorney") and an irrevocable instruction and authorisation for the Attorney to complete and execute all or any instruments of transfer and/or other documents at the Attorney's absolute discretion in relation to the Ordinary Shares being tendered by that Shareholder. Further details of the procedures for tendering and settlement are set out in Part Two of the Circular and, in the case of Shareholders tendering Ordinary Shares held in certificated form, in the Tender Form.

Further copies of the Tender Form may be obtained on request from the Receiving Agent by telephone from Capita Asset Services between 9.00am and 5.30pm (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

Interest in Ordinary Shares in uncertificated form held in CREST

Eligible Shareholders who hold their interest in Ordinary Shares in uncertificated form in CREST and who wish to tender all or any of their Ordinary Shares under the Tender Offer should tender electronically through CREST so that the TTE Instruction settles no later than 1.00 p.m. on 30 January 2015. Further details of the procedures for tendering and settlement are set out in Part Two of the Circular.

Shareholders who hold Ordinary Shares through a nominee and wish to accept the Tender Offer should contact their nominee directly. The nominee will need to arrange for the underlying holding to be reregistered in a separate account so that the election to accept the Tender Offer can be submitted in respect of all of the Shareholder's respective Ordinary Shares.

13.2 Shareholders who do not want to participate in the Tender Offer

Shareholders who do not want to participate in the Tender Offer should not complete the Tender Form and will not be required to make a TTE Instruction.

Given that Shareholders will have their own individual financial and investment considerations, I make no recommendation to Shareholders in relation to whether accepting the Tender Offer is in their individual best interests. If Shareholders are in any doubt as to what action to take, they should consult an appropriately qualified independent financial adviser authorised under the United Kingdom Financial Services and Market Act 2000.

It should be noted that Mr Mellon and the Mellon Associates will maintain their respective proportional interest in the Company following the Tender Offer (meaning Mr Mellon will remain interested, directly and indirectly, in 29 per cent. of the Issued Shares) and, as set out in paragraph 5.4 above, agreed that they shall only accept the Tender Offer to the limited extent necessary to maintain their shareholding at this level and thus avoid the requirement for a mandatory offer for the Company by Mr Mellon and/or Mellon Associates under the Takeover Code. Neither I, nor Mr Eke, hold any Issued Shares in the Company..

Appendices

EXPECTED TIMETABLE FOR THE TENDER OFFER*

* All times shown in the Circular are London GMT times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

DEFINITIONS

In this Announcement, the following definitions apply unless the context requires otherwise