BCAP.L Regulatory News (BCAP)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR TO US PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

BETTER CAPITAL PCC LIMITED

Firm Placing and Placing and Open Offer of New 2012 Shares

Better Capital PCC Limited (the "Company") today announces its intention to raise additional capital through an issue of New 2012 Shares in the Better Capital 2012 Cell for investment in Better Capital Fund II, to invest principally in UK and Irish turnaround opportunities.

Deal highlights

·; Intention to raise gross proceeds of up to approximately £250 million through a Firm Placing and Placing and Open Offer by the Better Capital 2012 Cell for investment in Fund II.

·; £121 million raised through the Firm Placing and up to approximately £129 million available through the Placing and Open Offer.

·; The Directors believe there to be a sufficiently large number of investment opportunities such that Fund II can be substantially invested or committed within approximately 24 months following Admission.

·; As a result of the Firm Placing and Placing and Open Offer, the Directors propose to extend the Fund II Investment Period by 18 months from 31 December 2014 to 30 June 2016, subject to approval of the Shareholders.

·; Directors of the Company and members of the Consultant to invest approximately a further £6.4 million in total through the Firm Placing and Placing and Open Offer.

A Prospectus is expected to be published later today containing full details of how Shareholders can participate in the Firm Placing and Placing and Open Offer.

Enquiries

Better Capital PCC Limited +44 (0)1481 716000

Richard Crowder

Laurence McNairn (Administrator and Company Secretary)

Better Capital LLP +44 (0)20 7440 0840

Mark Aldridge

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 PCC Limited

Justin Griffiths

Statistics relating to the Firm Placing and Placing and Open Offer

Notes:

(1) Assuming full take up under the Open Offer

(2) Based on the estimated expenses of the Firm Placing and Placing and Open Offer of £4.7 million.

Expected timetable of principal events

Each of the times and dates is subject to change by the Company (with the agreement of Numis) in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, to Shareholders.

(1) Or, if later, immediately following the conclusion of the Extraordinary General Meeting of the 2012 Shareholders.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor, broker, financial adviser and global co-ordinator exclusively to the Company and for no one else in connection with the Admission and Firm Placing and Placing and Open Offer and will not regard any other person (where or not a recipient of this document) as its client nor be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer or any other arrangements referred to herein or in the Prospectus.

This announcement has been issued by, and is the sole responsibility of, Better Capital PCC Limited. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither Numis nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees or advisers or any other person accept any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Cautionary note regarding forward-looking statements

This announcement may contain statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements, including statements that relate to the Company's future prospects, developments and strategies. Forward-looking statements are identified by their use of terms and phrases such as "believe", "targets", "expects", "aim", "anticipate", "projects", "would", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. The forward looking statements in this announcement are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Each forward-looking statement speaks only as at the date of this announcement.

Important notice

This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any New 2012 Shares referred to in this announcement except on the basis of information contained in the Prospectus which is to be published in due course. The Prospectus, when published, will be made available on the Company's website and will be available for inspection at the National Storage mechanism and during business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any New 2012 Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Canada, Japan, Australia, New Zealand, the Republic of Ireland or the Republic of South Africa. No action has been taken by the Company or Numis that would permit the offering of any New 2012 Shares or possession or distribution of this announcement of any other offering or publicity materials relating to such New 2012 Shares in any jurisdiction where action for that purpose is required.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Any person receiving this announcement is advised to exercise caution in relation to the Firm Placing and Placing and Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

No information contained in this announcement should be taken as constituting an offer to the public in the Bailiwick of Guernsey (the "Bailiwick") for the purposes of the Prospectus Rules 2008 issued by the GFSC. This announcement is addressed to a restricted number of persons in the Bailiwick who are either (i) persons appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended; or (ii) persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc, (Bailiwick of Guernsey) Law, 2000.

FIRM PLACING AND PLACING AND OPEN OFFER OF UP TO 238 MILLION NEW 2012

SHARES IN BETTER CAPITAL 2012 CELL AT 105 PENCE PER NEW 2012 SHARE

1. INTRODUCTION

On 28 June 2013, the Company announced its final results for the 2009 Cell and the 2012 Cell for the 12 month period to 31 March 2013. In the announcement, the Board noted that Fund II is now 66.5 per cent. committed having successfully acquired its third platform investment soon after the end of the Company's financial year. It also noted that the Board is confident that the Better Capital brand is attracting sufficient opportunities for the profitable deployment of the remainder of Fund II in the near term. As stated in the announcement, with the Consultant's confidence in ongoing deal flow, the Board has decided, in line with the intent stated in the Company's prospectus dated 19 December 2011, to pursue a further fundraising in the coming months by way of an issue of new shares in the 2012 Cell at a premium to NAV.

Approval of the arrangements to implement the fundraising is required at separate meetings of the 2012 Shareholders and of all of the Shareholders (that is, together in one general meeting, the 2009 Shareholders and the 2012 Shareholders). These approvals will be sought at the Extraordinary General Meeting of the 2012 Shareholders and the Extraordinary General Meeting of the Company (that is, together the 2009 Shareholders and the 2012 Shareholders) to be held on 13 August 2013, at the offices of Heritage International Fund Managers Limited, Heritage Hall, Le Marchant Street, St. Peter Port, Guernsey, GY1 4HY as set out in paragraph 5 of this announcement below.

The Consultant has observed a consistently high level of deal flow in relation to investment opportunities since inception and the Fund I GP and the Fund II GP have demonstrated their capability in evaluating and securing investment opportunities and taking rapid action to implement the turnaround of these distressed businesses. With difficult economic conditions continuing to prevail, the Directors believe that there will be significant opportunities to invest selectively in a number of businesses which require reviving and that Fund II is well placed to execute transactions and implement turnaround strategies. The key to achieving this is not just refinancing such businesses through the provision of capital, but by fully understanding each business and taking steps to significantly improve operational performance.

Turnaround investing requires a wide range of often interrelated skills. The teams at the Fund I GP, the Fund II GP and the Consultant have considerable experience in turnaround investing, corporate restructuring and operational management. The Directors believe that the management team of the Consultant possesses the contacts required to originate deals, including contacts in corporates, financial intermediaries and lending institutions and that Fund II (acting by the Fund II GP) is capable of negotiating and structuring its investments. The Directors believe that Fund II and the Company are well positioned to take advantage of the effects of the fragile economic conditions and higher levels of corporate debt as these factors continue to give rise to a steady flow of investment opportunities and that this is, accordingly, an opportune time to raise additional investment capital through the Firm Placing and Placing and Open Offer.

The Directors, in consultation with the Fund II GP and Consultant, believe that market conditions are generating, and will continue to generate, significant investment opportunities for Fund II. The Directors also believe that the availability to Fund II of further funds for investment will increase the number of investment opportunities being referred to the Consultant and enable the diversification of Fund II's investment portfolio and enable Fund II to make larger investments (subject to the restrictions contained with the Company's investment policy). The Directors therefore believe that the availability to Fund II of further funds for investment will be in the best interests of the 2012 Cell.

2. USE OF PROCEEDS

It is proposed that the 2012 Cell raises gross proceeds of up to approximately £250 million by way of a Firm Placing and Placing and Open Offer of New 2012 Shares. The Firm Placing and Placing and Open Offer will comprise a total of up to approximately 238 million New 2012 Shares at a price of 105 pence per New 2012 Share.

It is intended that the 2012 Cell shall invest the Net Placing Proceeds directly in Fund II within five Business Days of Admission. The Directors believe there to be a sufficiently large number of investment opportunities such that Fund II can be substantially invested or committed within approximately 24 months following Admission.

As a result of the Firm Placing and Placing and Open Offer, the Directors propose to extend the Fund II Investment Period by 18 months from 31 December 2014 to 30 June 2016, subject to approval of the Shareholders.

3. CURRENT TRADING AND PROSPECTS

As previously mentioned, the effects of the recent recession experienced by the UK economy have continued and this has resulted in businesses suffering from challenging conditions. This economic backdrop has presented Fund I and Fund II with a significant number of attractive opportunities, many of which have not just required access to capital but also access to operational expertise to improve operational performance.

As noted in the Chairman's Statement in relation to the Company's results for the year ended 31 March 2013, the Company achieved a number of significant milestones in the financial year ended 31 March 2013. The Fund I Investment Period closed on 31 December 2012. Fund I is now fully committed and several strong performers are now emerging from the Fund I portfolio companies as it enters its post-investment phase.

A total of £110.0 million of Fund II has been committed to date, representing 66.5 per cent. of net funds available for deployment. Fund II has recently made its third investment and its investment in Everest, acquired in March 2012, in particular is progressing well.

4. SUMMARY OF THE PRINCIPAL TERMS OF THE FIRM PLACING AND PLACING AND OPEN OFFER

4.1 Structure

The Directors, having given careful consideration as to the structure of the proposed fundraising, have concluded that the Firm Placing and Placing and Open Offer is the most suitable option available to the Company and its Shareholders at this time.

115,438,571 of the New 2012 Shares will be issued through the Firm Placing at 105 pence per New 2012 Share and up to 122,699,701 of the New 2012 Shares will be issued through the Placing and Open Offer at 105 pence per New 2012 Share (to raise in aggregate gross proceeds of up to approximately £250 million).

4.2 Firm Placing

The Firm Placees required the Firm Placing in order to give them certainty as to the size of their shareholding following the fundraising. The Firm Placees have agreed to subscribe for 115,438,571 of the New 2012 Shares at the Issue Price (representing gross proceeds of approximately £121 million). The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

4.3 Placing and Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently up to 122,699,701 of the New 2012 Shares, proposed to be issued by the Company at the Issue Price, are being offered to Qualifying Shareholders by way of the Open Offer (representing gross proceeds of up to approximately £129 million). The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.

Qualifying Shareholders will have a Basic Entitlement of:

13 Open Offer Shares for every 18 Existing 2012 Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date.

Qualifying Shareholders may also apply, under the Excess Application Facility, for additional New 2012 Shares that they would otherwise not be entitled to. The Excess Application Facility will be comprised of New 2012 Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements, aggregate fractional entitlements under the Open Offer and any New 2012 Shares that the Directors determine should be reallocated from the Placing to satisfy demand from Qualifying Shareholders in preference to prospective new investors under the Placing. There is no limit on the amount of New 2012 Shares that can be applied for by Qualifying Shareholders under the Excess Application Facility, save that the maximum amount of New 2012 Shares to be allotted under the Excess Application Facility shall be limited by the maximum size of the Firm Placing and Placing and Open Offer less New 2012 Shares issued under the Firm Placing, and Placing and the Open Offer pursuant to Qualifying Shareholders' Open Offer Entitlements.

The Company and Numis reserve the right to accept further Conditional Placees up to 13 August 2013, subject to the total number of Conditional Placed Shares not exceeding The aggregate number of Open Offer Shares. In the event that valid acceptances are not received in respect of any of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and, to the extent that there remain any unallocated Open Offer Shares, such number as Conditional Placees have agreed to subscribe for, in aggregate, under the Placing will be placed to such Conditional Placees. To the extent that the Open Offer Shares are not taken up under the Open Offer or the Placing, the Company would receive less than the gross proceeds under the Open Offer, which are estimated to be a maximum of approximately £129 million.

4.4 Excess Application Facility

Subject to availability, the Excess Application Facility enables Qualifying Shareholders who have taken up their Basic Entitlement in full to apply for any whole number of Excess Shares in addition to their Basic Entitlement should they wish. Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete the relevant sections on the Non-CREST Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to the Prospectus (to be published shortly) for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

The Excess Application Facility will be comprised of New 2012 Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer Entitlements, aggregate fractional entitlements under the Open Offer and any New 2012 Shares that the Directors determine should be reallocated from the Placing to satisfy demand from Qualifying Shareholders in preference to prospective new investors under the Placing. There is no limit on the amount of New 2012 Shares that can be applied for by Qualifying Shareholders under the Excess Application Facility, save that the maximum amount of New 2012 Shares to be allotted under the Excess Application Facility shall be limited by the maximum size of the Firm Placing and Placing and Open Offer less New 2012 Shares issued under the Firm Placing, and Placing and the Open Offer pursuant to Qualifying Shareholders' Open Offer Entitlements. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

Excess applications may be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all. In the event of oversubscription under the Excess Application Facility the Directors intend to limit application by Qualifying Shareholders pro rata to their aggregate holdings of Existing Ordinary Shares. However, the Directors also have the discretion (but are not obliged) to scale back the Placing in favour of the Excess Application Facility by reallocating New 2012 Shares that would otherwise be available under the Placing and/or Offer to Qualifying Shareholders through the Excess Application Facility.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the Prospectus (expected to be published shortly).

4.5 Conditionality

The Firm Placing and Placing and Open Offer are conditional, inter alia, upon the following:

• the passing of the Resolutions to be proposed at the Extraordinary General Meeting of the 2012 Shareholders to be held at 10.00 a.m. on 13 August 2013 and the Extraordinary General Meeting of the Company to be held at 10.15 a.m. on 13 August 2013, or if later immediately following the conclusion of the Extraordinary General Meeting of the 2012 Shareholders. Further details of the Extraordinary General Meetings are set out in paragraph 5 below.

• Admission occurring by not later than 8.00 a.m. on 15 August 2013 (or such later date as may be agreed between the Company and Numis being no later than 8.00 a.m. on 11 September 2013); and

• the Placing Agreement becoming unconditional in all respects.

If the Resolutions are not passed or Admission does not take place at 8.00 a.m. on 15 August 2013 (or any other such later date as the Company and Numis may agree, not being) later than 8.00 a.m. on 11 September 2013), the Firm Placing and Placing and Open Offer will lapse, any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date be disabled and application monies received under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

4.6 Applications for Admission

Applications will be made to the UK Listing Authority for the New 2012 Shares to be listed on the Official List (listing category premium closed ended investment funds) and to the London Stock Exchange for the New 2012 Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. Subject to, among other things, the Resolutions being passed, it is expected that Admission will become effective at 8.00 a.m. on 15 August 2013 and that dealings for normal settlement in the New 2012 Shares will commence at 8.00 a.m. on the same day. No temporary documents of title will be issued in respect of the New 2012 Shares and certificates in respect of Existing 2012 Shares will remain valid.

In connection with the application for Admission and the Firm Placing and Placing and Open Offer, the Company has entered into the Placing Agreement with Numis, the Consultant and the Fund II GP.

5. EXTRAORDINARY GENERAL MEETINGS

5.1 Notices of EGMs and Attendance

Notices convening the Extraordinary General Meeting of the 2012 Shareholders, to be held at 10.00 a.m. on 13 August 2013 and the Extraordinary General Meeting of the Company to be held at 10.15 a.m. on 13 August 2013, or if later immediately following the conclusion of the Extraordinary General Meeting of the 2012 Shareholders, will be sent to Shareholders shortly. Both Extraordinary General Meetings will be held at the offices of Heritage International Fund Managers Limited, Heritage Hall, Le Marchant Street, St. Peter Port, Guernsey GY1 4HY. The Extraordinary General Meetings are being convened for the purpose of considering and, if thought fit, passing the Resolutions.

All Shareholders (meaning, together, the 2009 Shareholders and the 2012 Shareholders) are entitled to attend, speak and vote at the Extraordinary General Meeting of the Company. Only the 2012 Shareholders are entitled to attend and vote at the Extraordinary General Meeting of the 2012 Shareholders. The 2012 Shareholders must firstly pass each resolution below, which must then subsequently also be passed by all the Shareholders collectively.

5.2 Weighting of voting at the Company's Extraordinary General Meeting

As at the date of this announcement, the Company has an issued share capital of 376,672,857 ordinary shares, of which 206,780,952 are 2009 Shares and 169,861,895 are 2012 Shares. Pursuant to the Company's articles of incorporation, and as explained in the Prospectus, 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.

5.3 Resolutions

In order to effect the Firm Placing and Placing and Open Offer, the 2012 Shareholders and the Company will need to pass each Resolution described below in their respective EGMs:

Resolution 1: Disapplication of pre-emption rights in respect of up to 238,138,272 New 2012 Shares

This special resolution authorises the Directors to issue up to 238,138,272 New 2012 Shares in connection with and for the purposes of the Firm Placing and Placing and Open Offer free of restrictions under the Articles, which would otherwise require the Company first to offer all the New 2012 Shares to the 2012 Shareholders.

Resolution 2: Extension of the Fund II Investment Period

This ordinary resolution is conditional on the passing of Resolution 1 and authorises the Directors to extend the Fund II Investment Period by 18 calendar months from 31 December 2014 to 30 June 2016.

Resolution 3: Disapplication of pre-emption rights in respect of 2012 Shares

This special resolution is conditional on the passing of Resolution 1 and gives the Directors authority until the expiry of the annual general meeting of the Company to be held in 2014 to issue up to 5 per cent. of the 2012 Shares in issue following Admission, free of restrictions under the Articles, which would otherwise require the Company first to offer the New 2012 Shares to the 2012 Shareholders. Although the Directors have no current intention to use this authority, the Board reserves the right to utilise it in circumstances that it deems to be appropriate.

Resolution 4: Authority to buy back shares

This ordinary resolution is conditional on the passing of Resolution 1 and authorises the Company to buy back up to 14.99 per cent. of the 2012 Shares, subject to limits on maximum and minimum purchase price. The Directors believe that it is desirable for the Company to have authority to buy back the 2012 Shares, although the Directors do not currently intend to exercise such an authority. Although the Directors have no current intention to use this authority, the Board reserves the right to utilise it in circumstances that it deems to be appropriate.

Resolutions 3 and 4 are proposed in order to update and replace the authorities granted to the Directors at the annual general meeting of the Company to be held on 31 July 2013 in respect of the 2012 Shares.

In the event that Resolution 1 is not passed by the required majority of the 2012 Shareholders attending and voting (whether in person or proxy) at the 2012 Shareholder EGM, then the remaining Resolutions cannot be passed and the proposals described in this announcement will not occur. Accordingly, there will be no Firm Placing and Placing and Open Offer. Further, in the event that the required majority of the 2012 Shareholders do not pass Resolution 1 at the Extraordinary General Meeting of the 2012 Shareholders, then the Resolutions cannot be passed by the Company in its EGM and the proposals described in this announcement will not occur. Accordingly, there will be no Firm Placing and Placing and Open Offer.

6. ACTION TO BE TAKEN

Whether or not you propose to attend the EGMs, you should complete each application Form of Proxy, which will be issues shortly, in accordance with the instructions print on it and return it to the Company's registrar, Capital Registrars at PXS, 34 Beckenham Road, Beckenham, BR 3 4Tu, as soon as possible but in any event not later that 10.00 a.m. on 11 August 2013. Completion and the Form of Proxy will not prevent the 2012 Shares and the Shareholders from attending and voting in person at their respective EGMs, should they so wish.

7. INTENTIONS OF DIRECTORS AND THE MANAGING MEMBERS OF THE CONSULTANT

The Directors intend to subscribe for an aggregate of 4,887,143 of the New 2012 Shares pursuant to the Firm Placing and Placing and Open Offer, following which the Directors will own, in aggregate, 19,903,803 of the 2009 Shares representing approximately 9.6 per cent. of the 2009 Shares and 35,517,143 of the 2012 Shares representing approximately 8.7 per cent. of the 2012 Shares immediately following Admission (assuming full take-up under the Open Offer).

Jon Moulton has agreed to invest £5.0 million by subscribing for 4,761,905 of the New 2012 Shares pursuant to the Firm Placing in place of his participation in the Open Offer. Including this latest subscription, Jon Moulton will have invested an aggregate of £54.7 million in the share capital of the Company. The interests in the Company that are attributable to Jon Moulton and persons connected with him will represent approximately 9.44 per cent. of the 2009 Shares and approximately 8.52 per cent. of the 2012 Shares immediately following Admission (assuming full take-up under the Open Offer).

Mark Aldridge and Nick Sanders have each agreed to subscribe for New 2012 Shares pursuant to the Firm Placing and Placing such that they will each invest £500,000 (in aggregate £1 million) by each subscribing for 476,190 of the New 2012 Shares. The interests in the Company that are attributable to Mark Aldridge and Nick Sanders and persons connected with them will represent, in aggregate, approximately 0.17 per cent. of the 2009 Shares and approximately 0.45 per cent. of the 2012 Shares immediately following Admission (assuming no take-up under the Open Offer). In addition, other members and employees of the Consultant intend to invest, in aggregate, £300,000 by subscribing for an aggregate of 285,714 of the New 2012 Shares pursuant to the Firm Placing representing approximately 0.07 per cent. of the 2012 Shares immediately following Admission (assuming full take-up under the Open Offer).

Each of Jon Moulton, Mark Aldridge and Nick Sanders has severally undertaken to the Company and Numis that he will not during the period from the date of Admission until the end of the Fund II Investment Period dispose of seventy (70) per cent. of the New 2012 Shares issued to him under the Firm Placing and Placing and Open Offer.

8. RECOMMENDATION

The Board believes that the Resolutions are in the best interests of the Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions as the Directors intend to in respect of their own beneficial holdings which amount in aggregate to 50,533,809 Existing Shares, consisting of 19,903,809 2009 Shares and 30,630,000 2012 Shares representing approximately 13.40 per cent. of the existing issued ordinary share capital of the Company as at the date of this announcement.

DEFINITIONS

Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Prospectus to be issued shortly.

ENDS