BCAP.L Regulatory News (BCAP)

Better Capital Limited (the "Company")

Completion of Conversion

Further to the announcements made by the Company on 19 December 2011 and 11 January 2012, the Company is pleased to announce that Conversion of the Company into a protected cell company has now been effected. As a result the Company's name has changed to Better Capital PCC Limited and the Company has two established cells, the Better Capital 2009 Cell and Better Capital 2012 Cell.

The Conversion and change of name has been registered with the Guernsey Financial Services Commission. The Company's registered address and website address remains unchanged:

Registered address: Heritage Hall, Le Marchant Street, St Peter Port, Guernsey, GY1 4HY.

Website address: www.bettercapital.gg.

Better Capital 2009 Cell (the "2009 Cell")

All of the current members, shares, capital, assets and liabilities of the existing Company have been attributed to the 2009 Cell. Ordinary shares in the 2009 Cell (the "2009 Shares") will continue to be admitted to the premium segment of the Official List and to trading on the main market of the London Stock Exchange under the existing ISIN GG00B5885941 and TIDM BCAP.

Better Capital 2012 Cell (the "2012 Cell")

As announced on 11 January 2012, the Company has raised gross proceeds of £169,861,895 (estimated £165,986,000 net of expenses) by the issuance of 169,861,895 ordinary shares in the 2012 Cell (the "2012 Shares") at 100 pence per 2012 Share. The 2012 Cell is a new feeder fund legally segregated from the 2009 Cell and which will invest in Fund II.

It is expected that Admission will become effective, and dealings in the 2012 Shares will commence on the main market of the London Stock Exchange at 8.00 a.m. on 13 January 2012. The 2012 Shares will trade separately from the 2009 Shares under the ISIN GG00B4N1RV71 and TIDM BC12.

Total Voting Rights

In accordance with 5.6.1 of the Disclosure and Transparency Rules, the Company notifies the market of the following:

Following Admission, the Company's issued share capital will consist of 206,780,952 ordinary shares in the 2009 Cell ("2009 Shares") and 169,861,895 ordinary shares in the 2012 Cell ("2012 Shares"). Under the revised articles of association adopted at the Extraordinary General Meeting held yesterday, at any general meeting of the Company:

·; each holder of 2009 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total number of votes cast; and

·; each holder of 2012 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total number of votes cast.

The figure which may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Better Capital Limited under the FSA's Disclosure and Transparency Rules, is the aggregate of the number of votes capable of being cast on a poll, namely 395,399,216. This is calculated as 206,780,952 2009 Shares multiplied by 1.1096 plus 169,861,895 2012 shares multiplied by 0.9770.

Similarly, to calculate the numerator, Shareholders should multiply their holding of the 2009 Shares by 1.1096 and multiply their holding of the 2012 Shares by 0.9770. The aggregate sum of those calculations will result in the relevant number of voting rights for the numerator.

Defined terms used in this announcement shall (unless the context otherwise requires) have the same meanings set out in the Company's prospectus dated 19 December 2011.

Enquiries

Better Capital Limited +44 (0)1481 716000

Mark Huntley (Director)

Laurence McNairn (Administrator and Company Secretary)

Better Capital LLP +44 (0)20 7440 0840

Consultant to the General Partner

Jon Moulton (Chairman)

Mark Aldridge (CEO)

Numis Securities Limited +44 (0)20 7260 1000

Sponsor, Broker, Financial Adviser and Global Co-ordinator

Nathan Brown, Oliver Hardy

Powerscourt +44(0)20 7250 1446

PR Adviser to Better Capital Limited

Jon Earl