BCAP.L Regulatory News (BCAP)

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BETTER CAPITAL LIMITED

FIRM PLACING AND PLACING AND OPEN OFFER OF 2012 SHARES AND PROPOSED CONVERSION OF THE COMPANY INTO A PROTECTED CELL COMPANY

Better Capital Limited ("the Company") today announces its intention to raise further capital through an issue of new 2012 Shares for investment in a new fund, Better Capital Fund II, to invest principally in UK and Irish turnaround opportunities. £158 million has been raised under Firm Placing, with up to a further £42 million being made available to existing shareholders under the Offer and conditionally under the Placing.

The Company also announced its intention to convert into a protected cell company ("PCC") to enable existing and new shareholders to hold shares in an innovative structure.

Fund Raising

·; Up to £200 million to be raised by Firm Placing, Placing and Open Offer of 2012 Shares at a price of 100 pence

·; Strong support for 2012 Shares by current and new investors, directors and management during challenging fund raising conditions

·; The Company will shortly issue a Prospectus and will convene an Extraordinary General Meeting to be held on 11 January 2012 to approve the proposed conversion, fund raise and other associated matters

Better Capital Fund II: The Opportunity

·; The Directors of the Company believe that current economic conditions should lead to a further attractive period for turnaround investment opportunities

·; Companies continue to suffer from lack of capital and operational expertise

·; Significant pipeline of potential investments - Better Capital believes that Fund II can be substantially invested or committed within 24 months

Better Capital Limited: The Track Record

·; Net proceeds of £203.8 million raised for investment in Better Capital Fund I (£142.4 million in December 2009 and £67.6 million in June 2010)

·; Better Capital Fund I 94% committed having invested in a portfolio of eight companies

·; NAV of Better Capital Limited £229.4 million (as at 30 September 2011)

·; NAV per 2009 Share: 110.96 pence

·; 2009 Share price: 121.75 pence (closing share price at 16 December 2011)

Richard Crowder, Chairman, Better Capital Limited, said, "We have received strong support from investors for our new shares to invest in a new vintage of turnaround opportunities. The effects of the recession experienced by the UK and Irish economies have continued and resulted in businesses suffering from poor trading conditions and restricted corporate credit. These conditions created a wide range of opportunities for Better Capital Fund I, which is now almost fully committed. Better Capital Fund II will target selective investment opportunities from Better Capital's strong deal flow where the General Partner and the Consultant see the potential for value generation through the provision of capital, often together with operational expertise to enhance business performance."

Jon Moulton, Chairman, Better Capital LLP, added, "Better Capital Fund I has rapidly developed a portfolio of high quality turnaround opportunities which is generating positive growth trends since Better Capital's investment and operational input. With cash readily available, we have been able to assess and act quickly to save companies, invest in turnaround efficiencies and return companies to profitability. We expect banks to increasingly pull back from their support of distressed companies, as tough economic conditions persist and regulation forces banks to divest of equity. These factors should only increase the opportunities for Better Capital Fund II."

Proposed Conversion of Better Capital Limited to Protected Cell Company Structure

·; Assets and liabilities of the Company to be segregated into two separate cells: 2009 Cell and 2012 Cell.

·; 2009 Cell will hold all the current assets of the Company including its investment in Better Capital Fund I - shares will be designated the 2009 Shares and continue to be traded on the Main Market of the London Stock Exchange under the TIDM BCAP.

·; New capital will be raised for the 2012 Cell through the issue of 2012 Shares for investment in Better Capital Fund II - 2012 Shares are to be separately traded on the Main Market of the London Stock Exchange under the TIDM BC12.

·; Current shareholders can continue with an undiluted exposure to the assets of Better Capital Fund I.

·; Conversion will create cost efficiencies and give the Board oversight of distinct investment vintages.

ENDS

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

Statistics relating to the Firm Placing and Placing and Open Offer

Notes:

(1) Assuming no take-up under the Open Offer.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services 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 Conversion and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer and Conversion or any other arrangements referred to herein.

This announcement has been issued by, and is the sole responsibility of, Better Capital 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 accepts 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.

Important notice

This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any 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.

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 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, Republic of Ireland or South Africa.

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.

PROPOSED CONVERSION OF THE COMPANY INTO A PROETCTED CELL COMPANY AND FIRM PLACING AND PLACING AND OPEN OFFER OF UP TO 200 MILLION 2012 SHARES IN BETTER CAPITAL 2012 CELL AT 100 PENCE PER 2012 SHARE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The Company today announces its intention to raise further capital for new investments by way of a new segregated class of shares to be deployed in a second Better Capital fund. To facilitate this further fundraising, the board of the Company (the "Board") proposes to:

·; convert the Company into a protected cell company ("PCC") which will have assets and liabilities separately segregated into separate cells (the "Conversion");

·; create Better Capital 2009 Cell (the "2009 Cell") to which all of the current members, shares, capital, assets and liabilities of the Company including through its investment in Better Capital Fund I will be attributed; and

·; create Better Capital 2012 Cell (the "2012 Cell") which will raise capital through the Firm Placing and Placing and Open Offer of up to approximately 200 million 2012 Shares for investment in Better Capital Fund II.

The Firm Placing and Placing and Open Offer will comprise a total of up to approximately 200 million 2012 Shares at a price of 100 pence per 2012 Share raising gross proceeds of up to £200 million. 158,244,920 2012 Shares will be issued through the Firm Placing and up to 41,356,190 2012 Shares will be issued through the Placing and Open Offer. Application will be made for admission of the 2012 Shares to the premium segment of the Official List and to trading on the main market of the London Stock Exchange.

The Directors believe that current economic conditions should lead to a further attractive period for investments of the type which the Company pursues and there to be a sufficiently large number of investment opportunities such that the Net Placing Proceeds can be substantially invested or committed by Better Capital Fund II within approximately 24 months following Admission. It is intended that the Company will invest the Net Placing Proceeds directly in Better Capital Fund II within five Business Days of Admission

This announcement sets out the background to and the reasons for, the proposed Conversion and the Firm Placing and Placing and Open Offer and explains why the Board believes the Conversion and the Firm Placing and Placing and Open Offer are in the best interests of Shareholders.

The Company will shortly be publishing a Prospectus and will convene an Extraordinary General Meeting to be held on 11 January 2012 to approve certain matters necessary to implement the proposed Conversion and Firm Placing and Placing and Open Offer.

2. BACKGROUND

The Company was launched in December 2009 as a feeder fund which would pursue its investment objective and policy by investing in Better Capital Fund I, which in turn would invest in a portfolio of distressed businesses. At launch the Company raised gross proceeds of £142.4 million on AIM and in June 2010 raised further gross proceeds of £67.6 million and migrated to trading on the London Stock Exchange's Main Market. The aggregate net proceeds of £203.8 million invested by the Company have been substantially committed by Better Capital Fund I, with aggregate commitments of £192.1 million made to a diversified portfolio of eight businesses. Better Capital Fund I's current portfolio is described in more detail below.

As at 30 September 2011, the Company's unaudited Net Asset Value was £229.4 million (representing an unaudited Net Asset Value per Share of 110.96 pence) and the unaudited net asset value of Fund I was £227.6 million.

Given the weak economic conditions and forecast for anaemic economic growth over the next few years, the Directors believe that there will be significant opportunity to invest selectively in a number of businesses which require reviving. 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 therefore requires a wide range of often interrelated skills. The team at the Consultant has considerable experience in turnaround investing, corporate restructuring and operational management and restructuring. 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 Board believes that Fund II and the Company would be 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 Board has carefully considered various alternative structures for raising additional capital for new investments. The Board's intention has been to achieve a structure such that the new funds and the new investments shall be segregated from the Company's existing assets and liabilities, so that current Shareholders can, if they prefer, continue with an undiluted exposure to the assets of Better Capital Fund I's investments to date without exposure to the new investments. Having considered the various options available, the Board has concluded that a PCC structure is the preferred option. The PCC structure shares many of the characteristics of a company with multiple classes of shares attributed to different pools of investment, except that the PCC structure enables the Company to take advantage of the permitted structure under the laws of Guernsey which establishes such legal segregation of assets and liabilities on a statutory basis.

3. THE CONVERSION AND ESTABLISHMENT OF THE CELLS

3.1 Conversion to a PCC

A PCC is a cellular company governed by the Companies Law under which the PCC can create additional cells from time to time. The PCC can have a separate portfolio of assets in each cell. A PCC may, in respect of any of its cells, create and issue shares representing economic and voting rights in relation to such cells. Persons investing in cell shares shall only have recourse to, and except in very limited circumstances their interests shall be limited to, the cellular assets of that cell and they shall have no recourse to assets attributed to any other cell (as may be created from time to time) or to the core assets of the company.

3.2 Better Capital Fund I

The Company is proposing to convert into a PCC with one cell, the 2009 Cell, to be created within the Company immediately upon Conversion. At Conversion, all of the assets and liabilities of the Company in existence at Conversion shall be attributed to the 2009 Cell and a holder of the current ordinary shares in the Company shall continue to hold those Shares, then designated the 2009 Shares, which shall then represent interests in the 2009 Cell.

The 2009 Shares will continue to be admitted to the Official List and to trading on the main market of the London Stock Exchange. The 2009 Shares will trade separately from the 2012 Shares, under their existing ISIN (GG00B5885941) and will continue to have the TIDM of BCAP following Conversion.

3.3 Better Capital Fund II

It is proposed that new capital will be raised through the issue of the 2012 Shares, representing interests in the 2012 Cell. The 2012 Cell will be a new feeder fund legally segregated from the 2009 Cell and which will invest into Fund II. Application will be made for admission of the 2012 Shares to the Official List of the UK Listing Authority (listing category premium equity closed ended investment funds) and to trading on the main market of the London Stock Exchange. The 2012 Shares will trade separately from and shall not be fungible with the 2009 Shares and shall have a separate ISIN (GG00B4N1RV71) and a TIDM of BC12.

3.4 Core

In addition to the creation of cells, the Companies Law requires the PCC also to have a "core" which shall hold the non-cellular assets of the PCC. It is expected that the Core Assets shall be nominal and the Core Shares will be of negligible economic value carrying restricted voting rights. The Core Shares will be held by a Guernsey purpose trust which shall be wholly independent from the Company, Fund I and Fund II.

3.5 Voting rights

As part of the Conversion, the Articles will be revised to reflect the PCC structure. The voting rights attributable to the 2009 Shares and the 2012 Shares shall be exercisable in relation to each Cell and to certain matters concerning the Company as a whole. On matters to be determined by Shareholders as a whole at a general meeting, each holder of Shares will have one vote upon a show of hands at a general meeting and a vote on a poll weighted to the respective estimated NAV per Cell Share, where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total and a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total. Holders of the Core Shares shall not have a right to vote.

Votes by holders of Shares in a Cell as a separate class and by all Shareholders

All matters prescribed by the Listing Rules as requiring approval of the Shareholders in the Company shall be voted upon at a general meeting of the Company at which all Shareholders will be entitled to vote, even where such votes relate to a Cell in which a shareholder has no economic interest.

All matters prescribed by the Listing Rules as requiring approval of the Shareholders in the Company, including the following matters, shall be matters to be approved firstly by the holders of the Shares in the relevant Cell voting at a meeting of the holders of the Shares in the relevant Cell and then, if approved by the holders of the Shares in the relevant Cell, shall be proposed for approval by a vote of all Shareholders in the Company in a general meeting:

·; any material change to the Company's published investment policy (which includes the Company's published investment policy as it relates to any particular Cell);

·;  a non-pre-emptive issue of Shares in the same Cell for cash at a price below the net asset value per Share of those Shares;

·; significant transactions or related party transactions where shareholder approval is required pursuant to the Listing Rules;

·; any proposed change of listing category or cancellation of the listing of any shares in an existing Cell;

·; any grant of options over Shares permitting purchase of such shares at less than market price; and

·; any conversion of Shares in a Cell to another class. 

In addition the following matters (none of which are prescribed by the Listing Rules) shall be subject to approval by the holders of the Shares in the relevant Cell voting at a meeting of the holders of the Shares in the relevant Cell and then, if approved by the holders of the Shares in the relevant Cell, shall be subject to approval by a vote of all Shareholders in the Company in a general meeting:

·; dis-application of pre-emption rights in respect of an issue of Shares in an existing Cell or a new Cell;

·; variation of rights attaching to the Cell Shares; and

·; variation of rights attaching to the Core Shares.

Votes of all Shareholders

All Shareholders in the Company will vote on certain general corporate matters affecting the Company as a whole in accordance with the Articles and the Companies Law without requiring the separate approval of holders of the Shares in any Cell including the following matters:

·; appointment and removal of the directors of the Company;

·; the approval of the Company's annual report and accounts;

·; the approval of the Director's remuneration;

·; the appointment and remuneration of the Company's auditors;

·; any changes to the Company's Articles which do not affect the rights attaching to the Cells or the Core; and

·; any resolutions to wind up the Company, appoint a liquidator and/or authorise a liquidator to distribute in specie assets of the Company as a whole.

Votes by holders of Shares in a Cell

Holders of Cell Shares in relation to a particular Cell will have a right to vote at a meeting of holders of Shares in that particular Cell on the following matters without also requiring the separate approval of all Shareholders in a general meeting:

·; the approval of a final dividend to be paid out of the assets of the Cell to the holders of Cell Shares attributable to the relevant Cell;

·; any resolutions to wind up the particular Cell, appoint a liquidator and/or authorise a liquidator to distribute in specie assets of the particular Cell; and

·; any consolidation or subdivision of the Cell Shares attributable to the relevant Cell.

3.6 The Company's investment policy following Conversion

Following Conversion and subject to the Resolutions being passed at the EGM, the Company's investment policy will be amended to reflect the position that there will be two discrete, segregated pools of assets, one represented by the 2009 Cell into which the holders of the 2009 Shares will be invested and one represented by the 2012 Cell into which the holders of the 2012 Shares will be invested.

Following Conversion, the Company will continue with the investment objective to generate attractive total returns for its Shareholders by investing in funds which will invest in portfolios of distressed businesses, and the Company will achieve this by:

·; attributing to the 2009 Cell its current investment in Better Capital Fund I which has a portfolio of investments in distressed businesses; and

·; investing the Net Placing Proceeds through the 2012 Cell in Better Capital Fund II which will invest in a portfolio of distressed businesses.

Returns for holders of the 2009 Shares and for holders of the 2012 Shares are expected to be largely from capital growth.

The Company's investment policy in relation to Fund I, which will be implemented through the 2009 Cell holding the Company's investments in Fund I, is the same as the current investment policy of the Company as published in the Company's prospectus dated 10 June 2010. Fund I seeks to invest in a portfolio of businesses which have significant operating issues and may have associated financial distress, with a primary focus on investments in businesses which have significant activities within the United Kingdom or Ireland. The proposed changes to the Company's current investment policy will be the addition of the Company's investment policy in relation to Fund II.

The Company's investment policy in relation to Fund II, which will be implemented through the 2012 Cell, is substantially similar to the Company's investment policy in relation to Fund I, save that in particular:

·; uninvested or surplus capital or assets may be invested in high interest accounts (but not money market instruments, bonds or commercial paper or government or public securities as permitted for Fund I);

·; the aggregate amount deposited or invested with a single bank shall not exceed £50 million (limited to £35 million for Fund I)

·;  investments up to 30 per cent. of Fund II Total Commitments in a single company (or group of companies) will be permitted (up to 20 per cent. for Fund I); and investments of an aggregate amount up to 20 per cent. of the Fund II Total Commitments may be invested in:

o the securities of companies which do not have significant activities within the UK or Ireland; and/or

o investments which do not (when taken together with the co-investments held by any parallel vehicles) whether by voting rights or otherwise, confer control (directly or indirectly) over the relevant business (no comparable permissions for Fund I).

3.7 Amendments to the Company's investment policy

Following Conversion and subject to the Resolutions being passed at the EGM, any subsequent changes to the Company's investment policy will require the following approvals:

·; if the proposed amendments relate to the section of the investment policy relating to Fund I, such amendments will require approval of the holders of the 2009 Shares by ordinary resolution at a separate class meeting; and

·; if the proposed amendments relate to the section of the investment policy relating to Fund II, such amendments will require approval of the holders of the 2012 Shares by ordinary resolution at a separate class meeting;

and the proposed amendments will then require the approval of all of the Company's shareholders by ordinary resolution in general meeting.

3.8 Investment manager

Fund I GP will continue in place as the investment manager of Fund I. A separate, newly established limited partnership, Fund II GP, will be the investment manager of Fund II. Both Fund I GP and Fund II GP will be related parties of the Company for the purposes of the Listing Rules.

3.9 Allocation of investment opportunities

Where a potential investment opportunity is identified which would be suitable for investment by either Fund I or Fund II (and any parallel vehicles), such investment opportunity shall, during the Fund I Investment Period, be offered to Fund I. It should be noted, however, that as at the date of this announcement, Fund I is substantially invested and has limited funds available for further investment. It is therefore likely that investment opportunities may not be suitable for Fund I on the basis of the level of investment required or the need to maintain a balanced portfolio. Any investment which is not suitable for (or which is declined by) Fund I for any reason may be pursued by Fund II without limitation.

3.10 Board

The current Board of the Company will continue in position following the conversion of the Company to a PCC and will remain independent of the investment managers of Fund I and Fund II. The Board of the PCC will be accountable to Shareholders of both the 2009 Cell and the 2012 Cell and the Board will exercise its duties in respect of the 2009 Cell and the 2012 Cell and the PCC as a whole.

3.11 Redemption of Cell Shares in a winding up

In the event that the Shareholders of a Cell approve the winding up of that Cell, the Cell Shares attributable to that Cell will become redeemable at the option of the Company (but not the Shareholder). Any such redemption shall only be effected for the purpose of returning surplus assets to the relevant Cell Shareholders in connection with such winding up. It is necessary for the Cell Shares to become redeemable in these circumstances to enable those Cell Shares to be cancelled upon completion of the winding up of the relevant Cell.

3.12 Authorisation

Under the Companies Law, in order to undertake the Conversion the Company requires and has obtained the consent of the Commission. Additionally, the Shareholders will need to pass the Resolutions authorising the Conversion and the amendment of the Memorandum and the adoption of the Revised Articles.

3.13 Change of name

The Resolutions include the proposal, which is required under the Companies Law, to change the Company's name to "Better Capital PCC Limited".

3.14 Tax

Taxation consequences of the Conversion will depend upon the jurisdiction in which the relevant Shareholders are resident for tax purposes. The Conversion is not expected to give rise to taxable income or capital gains in the hands of UK tax resident shareholders.

3.15 Ongoing expenses

The Company does not intend as a consequence of the Conversion to retain any additional funds for general corporate requirements over and above the existing retention of approximately £1 million. Following Conversion, the Company's ongoing operational expenses and liquidity requirements will be borne by the Cells and will be attributed to each Cell on an equitable basis determined by the audit committee.

3.16 Takeover Code

The Takeover Code applies to the Company. Following Conversion, the Takeover Code will apply to the Company as a whole and will not apply separately to the individual Cells. Please refer to the Company's Prospectus for further details on the application of the Code.

4. USE OF PROCEEDS

It is proposed to raise gross proceeds of up to approximately £200 million by way of the Firm Placing and Placing and Open Offer of the 2012 Shares. The Firm Placing and Placing and Open Offer will comprise a total of up to approximately 200 million 2012 Shares at a price of 100 pence per 2012 Share.

The Company intends 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 the Net Placing Proceeds can be substantially invested or committed by Fund II within approximately the 24 months following Admission.

5. FURTHER FUNDS FOR INVESTMENT UNDER MANAGEMENT OF FUND II GP

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 (in addition to the proceeds of the Firm Placing and Placing and Open Offer) will increase the opportunities for diversification of Fund II's investment portfolio and enable Fund II to make larger investments. The Directors therefore believe that the availability to Fund II of further funds for investment will be in the interests of the Company.

The Directors intend that the Company will in the first half of 2012 (subject to market conditions) seek to raise further capital by one or more further issuances of shares in the 2012 Cell. It is intended that such further issuances of shares will be fungible with the 2012 Shares and, accordingly, admitted to the Official List and to trading on the main market of the London Stock Exchange. The proceeds from such further issuances will be invested in Fund II, which will then make new and further investments leading to a further diversified portfolio of investments. Any such further issuance of shares in the 2012 Cell will be priced at no less than the then prevailing NAV per 2012 Share and no less than the Issue Price, and will require Shareholders' consent (save where Shareholders' consent has already been granted pursuant to Resolution 5 to be proposed at the General Meeting or such subsequently renewed Shareholders' consent). Should the Directors determine to seek further capital in this manner, the Company will publish a circular to Shareholders convening the relevant extraordinary general meeting, together with a prospectus relating to the further issuance of shares in the 2012 Cell.

In addition, the Fund II GP has indicated to the Company that, in the absence of or in addition to further investments in Fund II by the Company acting through the 2012 Cell, the Fund II GP may also establish one or more additional private parallel investment vehicles, which will co-invest alongside Fund II. The creation of such parallel vehicles is permitted under the terms of the Fund II Partnership Agreement, subject to the prior written approval of the Board of the Company acting in relation to the 2012 Cell, such approval not to be unreasonably withheld. Any parallel vehicles will be established with the same investment policy, objectives and restrictions as Fund II and otherwise on terms similar to the terms of Fund II. The terms of any parallel vehicle may, however, differ from those of Fund II in certain respects, primarily to incorporate terms which may be considered usual in the private funds market or which are required by investors in that vehicle. In considering whether to give its approval to the establishment of a parallel vehicle, as above, the Board of the Company acting in relation to the 2012 Cell shall have regard to the terms of such parallel vehicle, including, in particular, whether its terms are consistent with the operation of Fund II and in the interests of the holders of the 2012 Shares. In addition, the Fund II GP may consider it to be necessary or desirable to make certain changes to the Fund II Partnership Agreement in connection with the establishment of any parallel vehicle. Any such changes will require the approval of the Board of the Company acting in relation to the 2012 Cell. Fund II will enter into a co-investment agreement with any parallel vehicle which will provide that, subject to legal, tax, regulatory or similar considerations, Fund II and any parallel vehicles shall invest pro rata to their respective total commitments, and shall make and sell investments on substantially the same terms and at the same time.

In the event of the raising of further capital for investment by one or more further issues of shares in the 2012 Cell, or by the establishment of a parallel vehicle, the 2012 Cell and the Fund II GP may, by agreement, extend the Fund II Investment Period and/or the duration of Fund II.

Notification of any such further fundraisings will be given at the relevant time by announcement on a Regulatory Information Service.

6. CURRENT TRADING AND PROSPECTS

Since the Company's migration to the Main Market on 8 July 2010, the effects of the recession experienced by the UK economy have continued and resulted in businesses suffering from poor trading conditions and restricted corporate credit. This economic backdrop has presented Fund I 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 interim results for the period ended 30 September 2011, Fund I has enjoyed a busy period since the publication of the Company's last annual report. After a period of intense investment activity, Fund I is now substantially committed. A total of £192.1 million of Fund I has been committed to date, representing just over 94 per cent. of net funds available for deployment.

In the six month period ended 30 September 2011, Fund I committed and invested in three opportunities. DigiPos and Fairline completed in July 2011 with the agreement to acquire Spicers (subject to works counsel, competition and regulatory clearances), also signed in the month. All three deals were from different sources and sectors, and each deal structure unique to the others. This demonstrates Fund I's wide market coverage and versatility in the turnaround space. Two of the portfolio company groups, Gardner and Reader's Digest benefited from further financial commitments from Fund I to fund their on-going restructuring programmes and short-term working capital. Calyx's Software division has been on an acquisitive trail. In the period under review, the business completed three follow-on investments.

In the period since 30 September 2011, Gardner, Reader's Digest and Santia benefitted from further investment from Fund I to fund their on-going restructuring programmes and short-term working capital. The aggregate investment in the period from 30 September 2011 to the date of this announcement was £4.5 million.

Enigmatic Investments Limited, a subsidiary of Fund I, made a cash offer for the entire issued share capital of Clarity on 29 September 2011 at 23 pence per share in Clarity, a premium of 7.75 pence to the previous closing price. On 11 November 2011, Enigmatic Investments Limited announced a revised offer of 25 pence per share in Clarity which remained open for acceptances until 1 December 2011. On 1 December 2011, Enigmatic Investments Limited announced that all of the conditions to its final offer for Clarity had been either satisfied or waived and that the final offer had become unconditional in all respects. As at 1.00 p.m. on 14 December 2011, Enigmatic Investments Limited had received valid acceptances in respect of 20,590,942 shares in Clarity representing 49.70 per cent. of the issued ordinary share capital of Clarity and Enigmatic Investments Limited holds a total of 10,909,898 Clarity shares, representing approximately 26.34 per cent. of the issued ordinary share capital of Clarity.

The Fund I GP has advised the Company that all portfolio company groups are on improving trends.

As at the date of this announcement, Fund I has made and/or is seeking to make the following investments, all of which will, upon conversion, be attributed through Fund I to the 2009 Cell:

Notes:

(1) £32 million has been transferred into an escrow account, to be drawn at completion.

(2) On 1 December 2011, Enigmatic Investments Limited announced that all of the conditions to its final offer for Clarity had been either satisfied or waived and that the final offer had become unconditional in all respects. As at 1.00 p.m. on14 December 2011, Enigmatic Investments Limited had received valid acceptances in respect of 20,590,942 shares in Clarity representing 49.70 per cent. of the issued ordinary share capital of Clarity and Enigmatic Investments Limited holds a total of 10,909,898 Clarity shares, representing approximately 26.34 per cent. of the issued ordinary share capital of Clarity.

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

7.1 Structure

The Directors have given careful consideration as to the structure of the proposed fundraising and the Conversion and 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

158,244,920 of the 2012 Shares will be issued through the Firm Placing at 100 pence per 2012 Share and up to 41,356,190 of the 2012 Shares will be issued through the Placing and Open Offer at 100 pence per 2012 Share (to raise in aggregate gross proceeds of up to approximately £200 million).

7.2 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 158,244,920 of the 2012 Shares at the Issue Price (representing gross proceeds of approximately £158.2 million). The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

7.3 Placing and Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently up to 41,356,190 of the 2012 Shares proposed to be issued by the Company at the Issue Price are being offered to Existing Shareholders by way of the Open Offer (representing gross proceeds of up to approximately £41.4 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:

one Open Offer Share for every five Existing 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 a maximum number of Excess Shares equal to 0.7 times the number of Shares held by them at the Record Date, entitlements being rounded down to the nearest whole number. Applications under the Excess Application Facility may be allocated in such manner as the Directors determine, in their absolute discretion.

The Conditional Placees have agreed to subscribe for Conditional Placed Shares pursuant to the Placing. The Company and Numis reserve the right to accept further Conditional Placees up to 10 January 2012, subject to the total number of Conditional Placed Shares not exceeding 41,356,190. 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 £41.4 million.

7.4 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 up to a maximum number of Excess Shares equal to 0.7 times the number of Shares they held at the Record Date. 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.

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.

7.5 Application procedure under the Open Offer

Qualifying Shareholders may apply for any whole number of Open Offer Shares subject to the limit on applications under the Excess Application Facility referred to above. 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 and, where relevant, on the Non-CREST Application Form (expected to be published and despatched to Shareholders shortly).

7.6 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 to be held at 10.00 a.m. on 11 January 2012;

·; Admission by not later than 8.00 a.m. on 13 January 2012 (or such later date as may be agreed between the Company and Numis being no later than 31 January 2012); and

·; the Placing Agreement becoming unconditional in all respects.

If the Resolutions referred to above are not passed or Admission does not take place at 8.00 a.m. on 13 January 2012 (or such later date as the Company and Numis may agree, not being later than 8.00 a.m. on 31 January 2012), 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.

7.7 Applications for Admission

Application will be made to the UK Listing Authority for the 2012 Shares to be listed on the Official List (listing category premium equity closed ended investment funds) and to the London Stock Exchange for the 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 13 January 2012 and that dealings for normal settlement in the 2012 Shares will commence at 8.00 a.m. on the same day. It is expected that Conversion will take effect on 12 January 2012. No temporary documents of title will be issued in respect of the 2012 Shares and certificates in respect of Existing 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.

7.8 Important notice

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Basic Entitlements will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Open Offer, but 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 and that the net proceeds will be retained for the benefit of the Company. 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 £41.4 million.

8. FINANCIAL IMPACT OF THE PROPOSALS

Following Conversion, the Existing Shares shall become the 2009 Shares representing interests in the 2009 Cell which will be legally segregated from the 2012 Cell. The 2009 Shares will not as a consequence of Conversion or the Firm Placing and Placing and Open Offer suffer a dilution of their economic interests in the assets and liabilities of the Company upon Conversion, including their interests in Better Capital Fund I.

9. RELATED PARTY TRANSACTION

Jon Moulton holds approximately 9.44 per cent. of the Existing Shares (as at 15 December 2011, being the latest practicable date prior to publication of this announcement). Jon Moulton has entered into a placing letter with Numis under which he has agreed to subscribe for 30 million of the 2012 Shares pursuant to the Firm Placing in place of his participation in the Open Offer. The subscription for 30 million of the 2012 Shares is in excess of Jon Moulton's Basic Entitlement under the Open Offer and therefore constitutes a related party transaction under the Listing Rules. Accordingly, Shareholder approval is required with regard to this related party transaction and a resolution will be proposed at the General Meeting to give this approval. Jon Moulton will not, and has undertaken to take all reasonable steps to ensure that his associates will not, vote on the relevant resolution at the General Meeting.

10. DIVIDEND POLICY

The dividend policy of the Company is that the Directors intend to make distributions to Shareholders as and when such distributions are, in their view, feasible.

Following the Conversion, the Directors intend to assess the position for distributions on the basis of the position of each Cell assessed separately and independently from any other Cells. The Directors intend to make distributions in respect of the 2009 Cell and/or the 2012 Cell (as applicable) as and when such distributions are, in their view, feasible with regard to the position of the relevant Cell and the Companies Law.

It is the current intention of the Directors to declare a dividend on the 2009 Shares in relation to any cash within the 2009 Cell deemed surplus by the Board as a consequence of the arrangements for ongoing expenses.

11. EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting, to be held at 10.00 a.m. on 11 January 2012 at the offices of Heritage International Fund Manager Limited, Heritage Hall, Le Marchant Street, St Peter Port, Guernsey, GY1 4HY is contained within the Prospectus. The Extraordinary General Meeting is being convened for the purpose of considering and, if thought fit, passing the Resolutions.

In order to effect the Conversion, Existing Shareholders will need to pass each Resolution described below.

Resolution 1: Conversion

This special resolution:

·; approves the Conversion of the Company into a PCC;

·; attributes all of the members, shares, capital, assets and liabilities of the Company (other than the rights and obligations of the Company arising pursuant to the Company Administration Agreement) including through its investment in Better Capital Fund I to Better Capital 2009 Cell;

·; approves the change of the Company's name to "Better Capital PCC Limited";

·; approves the alteration of the Company's Memorandum to reflect:

o the change of the Company's name to "Better Capital PCC Limited"; and

o that the Company will be a PCC.

·; approves the adoption of the Revised Articles which include the following material changes to the Company's current articles of incorporation:

o authorising the Directors to establish separate cells;

o providing that the proceeds, if any, from any issue of shares in respect of a cell shall be for the account of that particular cell;

o attributing the current members, shares, capital, assets and liabilities of the Company

o (other than the rights and obligations of the Company arising pursuant to the Company Administration Agreement) including through its investment in Fund I to Better Capital 2009 Cell;

o providing that the Cellular Assets of a Cell shall be applied in the books of the Company exclusively to that Cell;

o providing that any costs, expenses or liabilities incurred by the Company that are specifically attributable to a particular Cell shall be satisfied only out of the assets of such Cell and no recourse may be made to any other Cell of the Company or the Core;

o providing that any costs, expenses or liabilities incurred by the Company that are not specifically attributable to a particular Cell shall be satisfied out of Cellular Assets attributable to each Cell or a Cell in such proportion as is, in the Directors' opinion, equitable including in proportion to the NAV of each Cell;

o providing that any assets acquired by the Company that are not acquired using the assets (or proceeds from the disposal of assets) of a particular Cell shall be Core Assets and shall not be attributed to a Cell;

o providing that voting arrangements at a general meeting of the Company shall be that every holder of Cell Shares will have a vote upon a show of hands and, upon a poll in a general meeting, a vote weighted to the respective estimated NAV per Cell Share, where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total and a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total; and

o providing for certain matters affecting a particular Cell to be voted upon by the holders of shares in that Cell only;

·; proposes the date on which the Conversion shall become effective; and

·; approves the changes to the Company's investment policy with effect from the conversion to a protected cell company and creation of Better Capital 2012 Cell.

Resolution 2: Authority to issue the 2012 Shares and the Core Shares

This special resolution is conditional on the passing of Resolution 1 and authorises the Directors to issue up to the 2012 Shares in connection with and for the purposes of the Firm Placing and Placing and Open Offer and to issue 100 Core Shares to the Purpose Trust.

Resolution 3: Authority to buy back Shares

This ordinary resolution is conditional on the passing of Resolution 1 and authorises the Company to buy back any of the 2009 Shares and/or the 2012 Shares, subject to limits on minimum and maximum purchase price and number of the 2009 Shares and/or the 2012 Shares. This authority replaces the authority granted by Shareholders at the Company's last annual general meeting. The Directors believe that it is desirable for the Company to have this authority to buy back Cell Shares, although the Directors do not currently intend to exercise such an authority.

Resolution 4: Disapplication of pre-emption rights in respect of 2009 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 in 2012 to issue up to five per cent. of the 2009 Shares free of restrictions under the Articles, which would otherwise require the Company

first to offer the new 2009 Shares to the current holders of the 2009 Shares (although the Directors have no current intention to use this authority). 

Resolution 5: Disapplication of pre-emption rights in respect of 2012 Shares

This special resolution is conditional on the passing of Resolutions 1 and 2 and gives the Directors authority until the expiry of the Annual General Meeting of the Company in 2012 to issue up to five per cent. of the 2012 Shares free of restrictions under the Articles, which would otherwise require the Company first to offer the new 2012 Shares to the holders of the 2012 Shares. Although the Directors

have no current intention to use this authority the Board reserves the right to utilise it in circumstances deemed appropriate.

Resolution 6: Approval of related party transaction

This ordinary resolution is conditional on the passing of Resolutions 1 and 2 and proposes to approve the issue of 30 million of the 2012 Shares to Jon Moulton in connection with the Firm Placing as a related party transaction. Pursuant to the requirements of the Listing Rules, Jon Moulton will not, and has undertaken to take all reasonable steps to ensure that his associates will not, vote on this Resolution 6 at the General Meeting.

In the event that Resolutions 1 or 2 are not passed by the required majority of Shareholders attending and voting (whether in person or proxy) at the EGM, then the remaining Resolutions cannot be passed and the proposals described in this announcement will not occur. Accordingly, the Company will then not convert to a protected cell company and there will be no Firm Placing and Placing and Open Offer. The Company will continue as a feeder fund in Fund I in accordance with its current investment policy and Fund II will not be established on the basis described in this announcement. Resolutions 3, 4 and 5 are proposed in order to update and replace the authorities granted to the Directors at the Annual General Meeting of the Company held on 24 May 2011, to grant such authorities in respect of both the 2009 Shares and the 2012 Shares. The Directors have no current intention to use the authorities granted by Resolutions 3, 4 and 5, but such authorities are considered desirable to provide maximum flexibility in the management of the Company's capital base. Resolution 6 is proposed in order to approve the participation by Jon Moulton in the Firm Placing as a related party transaction, and therefore requires shareholder approval pursuant to the requirements of the Listing Rules. In the event that Resolution 6 is not passed, the Company may then not be in a position to achieve the desired proceeds under the Firm Placing and Placing and Open Offer and there will be no Firm Placing and Placing and Open Offer.

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

The Directors currently beneficially own, in aggregate, 330,000 Existing Shares representing approximately 0.16 per cent. of the existing issued ordinary share capital of the Company as at 15 December 2011 (being the latest practicable date prior to publication of this announcement). The Directors intend to subscribe for an aggregate of 650,000 of the 2012 Shares pursuant to the Firm Placing and Placing and Open Offer, following which the Directors will own, in aggregate, 330,000 of the 2009 Shares representing approximately 0.16 per cent. of the 2009 Shares and 650,000 of the 2012 Shares representing approximately 0.41 per cent. of the 2012 Shares immediately following Admission (assuming no take-up of the Open Offer).

Jon Moulton has entered into a placing letter with Numis under which he has agreed to subscribe for 30 million of the 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 £49.75 million in the share capital of the Company and has indicated that he intends to contribute significantly to future fundraisings although he cannot commit that future participation will be pro rata to his existing investment. 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 18.96 per cent. of the 2012 Shares immediately following Admission.

Mark Aldridge and Nick Sanders have each agreed to subscribe for 2012 Shares pursuant to the Firm

Placing and Placing such that they will each subscribe for 450,000 of the 2012 Shares, in aggregate

900,000. 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 0.57 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 subscribe for an aggregate of 242,020 of the 2012 Shares pursuant to the Firm Placing representing approximately 0.15 per cent. of the 2012 Shares immediately following Admission (assuming no take-up of the Open Offer).

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

13. JOHN CAUDWELL AND BRIAN CAUDWELL

John Caudwell has entered into a placing letter with Numis under which he has agreed to subscribe for 50 million of the 2012 Shares under the Firm Placing at the Issue Price and Brian Caudwell has entered into a placing letter with Numis under which he has agreed to subscribe for 7.5 million of the 2012 Shares under the Firm Placing and a further 2.5 million of the 2012 Shares under the Placing. John Caudwell and Brian Caudwell have been deemed to be acting in concert for the purposes of the Takeover Code and, when considered together, and assuming Brian Caudwell will participate in full in the Placing, their combined shareholding will represent:

·; approximately 28.8 per cent. of the 2012 Shares in issue following Admission on the assumption that the Open Offer is fully subscribed, or 36.3 per cent. of the 2012 Shares in issue following Admission on the assumption that no 2012 Shares are subscribed for under the Open Offer; and

·;  approximately 56,177,500 voting rights representing approximately 13.2 per cent. of the overall votes available to be cast in a general meeting of the Shareholders of the Company on the assumption that the Open Offer is fully subscribed, or 14.6 per cent. of overall votes available to be cast in a general meeting of the Shareholders of the Company on the assumption that no 2012 Shares are subscribed for under the Open Offer.

John Caudwell and Brian Caudwell have each severally agreed that he will not: (i) during the period from Admission until the first anniversary of the date of Admission dispose of any of the 2012 Shares issued to him under the Firm Placing and Placing and Open Offer; and (ii) during the period from the day following the first anniversary of the date of Admission until the second anniversary of the date of Admission dispose of seventy (70) per cent. of the 2012 Shares issued to him under the Firm Placing and Placing and Open Offer and, subject to certain exceptions, following the second anniversary of the date of Admission, shall consult with Numis and the Company so far as is reasonably practicable in the circumstances having regard as is reasonable in the circumstances to the Company's desire to ensure an orderly market for its shares

14. RECOMMENDATION

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

The Board, which has been so advised by Numis, considers that the Related Party Transaction is fair and reasonable so far as the Shareholders of the Company are concerned and proposes that the Shareholders approve the Related Party Transaction with Jon Moulton pursuant to Resolution 6. In providing advice to the Board, Numis has taken into account the Directors' commercial assessment of the Related Party Transaction. In this regard, Jon Moulton will not, and has undertaken to take all reasonable steps to ensure that his associates will not, vote on this Resolution 6 at the General Meeting.

Accordingly, the Board unanimously recommends that you vote in favour of the Resolutions as those

Directors who are Shareholders intend to in respect of their own beneficial holdings which amount in aggregate to 330,000 Shares, representing approximately 0.16 per cent. of the existing issued ordinary share capital of the Company as at 15 December 2011, being the latest practicable date prior to publication of this announcement.

15. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1) The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders), details of which are set out in the Prospectus. Subject to certain exceptions, Application Forms will not be despatched to, and Open Offer Entitlements will not be credited to the stock accounts in CREST of, Shareholders with registered addresses in the United States or any of the other Excluded Territories.

(2) Each of the times and dates set out in the above timetable and mentioned in this announcement are 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.

(3) References to times in this announcement are to London times unless otherwise stated.

16. DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise: