BILB.L Regulatory News (BILB)

Bilby Plc ("Bilby" or the "Group")

Acquisitions of DCB and Spokemead

Placing to raise £5.0 million

Bilby, the holding company for gas heating, electrical and building services companies, is pleased to announce the acquisition of DCB (Kent) Limited for a maximum consideration of £4.0 million. DCB provides high quality building, refurbishment and maintenance services to housing associations and local authorities throughout Kent, Sussex, Essex and London. DCB also provides disabled adaptations to occupied homes and public buildings through a specialist division, Living Solutions, which was founded in 2001.

Bilby is also pleased to announce the acquisition of Spokemead Maintenance Limited for a maximum consideration of £8.7 million. Spokemead provides electrical installation, repairs and maintenance services to local authority owned housing stock and has been the principal contractor for a major London borough for the electrical installation, repairs and maintenance for some 25 years winning three successive five year contracts.

The acquisitions mark important further progress in Bilby's buy and build strategy, which targets complementary businesses servicing housing associations and local authorities in London and the South East. The Group sees increasing opportunity in these markets driven by government legislation such as the Right to Repair and the Decent Homes Standard.

DCB and Spokemead will expand the range of services that Bilby offers, as well as broadening its customer base and geographical reach in London and the South East. DCB and Spokemead will continue to operate under their respective brands and will also benefit from the increased purchasing power and strong financial position of the Enlarged Group.

The cash consideration for the Acquisitions is being financed by a placing of 4,237,288 new Ordinary Shares to new and existing institutional investors to raise £5.0 million (before expenses) and debt funding by way on an extension of existing debt facilities provided by HSBC Bank plc.

Commenting on the acquisition, Phil Copolo, Deputy Executive Chairman of Bilby, said: "We are very pleased to announce the acquisitions of DCB and Spokemead, two successful businesses that will further enhance the Group's offer and reach. With their strong management, both businesses have long-established reputations for delivering high levels of service. Furthermore these acquisitions will further enhance Bilby's ability to tender for larger-scale contracts."

Enquiries

Bilby Plc 020 8269 3777

Phil Copolo, Executive Deputy Chairman

David Ellingham, Managing and Business Development Director

Katherine O'Reilly, Finance Director

Panmure Gordon (UK) Limited 020 7886 2500

(Nominated Adviser and Broker)

Dominic Morley

Charles Leigh-Pemberton

James Greenwood

Hudson Sandler 020 7796 4133

(Financial PR)

Charlie Jack

Emily Dillon

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Panmure Gordon is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Panmure Gordon will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN TAX ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Panmure Gordon or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, New Zealand, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada or the Financial Markets Authority of New Zealand, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

Bilby Plc ("Bilby" or the "Group")

Acquisitions of DCB and Spokemead

Placing to raise £5.0 million

Introduction

Bilby Plc (AIM: BILB.L), the holding company for P&R Installation Company Limited ("P&R") and Purdy Contracts Limited ("Purdy"), has today announced that it has conditionally agreed to acquire the entire issued share capital of DCB (Kent) Limited ("DCB") for a maximum consideration of £4 million and Spokemead Maintenance Limited ("Spokemead") for a maximum consideration of £8.7 million.

Bilby was established to provide a platform for strategic acquisitions in the gas heating, electrical and building services industries. Bilby remains focused on acquiring complementary businesses that expand the range of services it offers and that broaden its customer base and geographical reach in London and South East England.

Background to and reasons for the Proposed Placing and Acquisitions

Bilby, the holding company for P&R and Purdy, was established to provide a platform for strategic acquisitions in the gas heating, electrical and building services industries. All potential acquisition targets must meet focused acquisition criteria based around service synergies, revenue size, geographic focus, management team, margins, cash flows and forward order book.

Bilby's first acquisition was P&R in March 2015, an established and award winning provider of gas heating appliance installation and maintenance services. Purdy was acquired in July 2015 and provides gas maintenance installation and building maintenance services to housing associations predominantly within South East London.

The acquisitions of DCB and Spokemead are a significant further step in Bilby's growth strategy, as the Group continues to expand through targeted complementary acquisitions. DCB and Spokemead will expand the range of services that Bilby offers, as well as broadening its customer base and geographical reach in London and the South East. DCB and Spokemead will continue to operate under their respective brands and will also benefit from the increased purchasing power and strong financial position of the Enlarged Group. The proposed Acquisitions will also create further opportunities for collaboration and selling of a wider and more comprehensive range of services to Bilby's local authority and housing association customers.

Both of the proposed Acquisitions are immediately earnings enhancing. This statement is not intended to be a profit forecast and should not be interpreted to mean that the earnings per Ordinary Share for the current or future financial periods will necessarily be greater than those for the relevant preceding financial period.

Acquisitions

DCB (Kent) Limited

DCB was founded in 1998 and has grown revenues significantly in recent years to become one of the leading independent contractors in the South East, employing approximately 100 directly employed staff. DCB has three office locations in Kent and East Sussex.

DCB provides high quality building, refurbishment and maintenance services to housing associations and local authorities throughout Kent, Sussex, Essex and London. DCB also provides disabled adaptations to occupied homes and public buildings through a specialist division, Living Solutions, which was founded in 2001.

DCB provides services to housing associations and local authorities such as AmicusHorizon, London Borough of Bexley, Canterbury City Council, Tunbridge Wells Borough Council, Oxleas NHS Foundation Trust, The Guinness Partnership and Eldon Housing Association. Additionally, DCB has recently been re-awarded the AmicusHorizon kitchens and bathrooms refurbishment contract for a further 5 years with the potential for a further 5 year extension at the client's option and, as part of a tendering process through the South East Consortium, were also nominated as the preferred contractor for East Kent Housing (for both Canterbury City Council and Thanet District Council) for a 6 year term with the potential for a further 5 year extension at the council's option. The current management team will continue to manage and operate DCB within the Bilby Group.

DCB reported revenues for the year ended 31 March 2015 of £18.45 million (2014: £12.17 million) and adjusted1 profit before taxation of £339,356 (2014: £525,512). DCB had net assets at 31 March 2015 of £557,691 (2014: £522,258).

(1) adjusted for non-recurring costs of £173,820 (2014: £147,000) which will not be incurred post acquisition

Spokemead Maintenance Limited

The business which now comprises Spokemead has been established for over 35 years with offices in St. Albans and South London and has access to a skilled workforce of 30 fully qualified electricians. Spokemead provides electrical installation, repairs and maintenance services to local authority owned housing stock and has been the principal contractor for a major London borough for the electrical installation, repairs and maintenance for some 25 years winning three successive five year contracts. The current management team will continue to manage and operate Spokemead within the Bilby Group.

Spokemead reported revenues for the year ended 30 June 2015 of £4.84 million (2014: £3.74 million) and profit before taxation of £1.94 million (2014: £1.49 million). Spokemead had net assets at 31 June 2015 of £2.28 million.

Acquisitions

The Company has entered into separate acquisition agreements in relation to the sale and purchase of the entire issued share capital of DCB and Spokemead as set out below.

DCB (Kent) Limited

Under the terms of the DCB Acquisition Agreement, Bilby has agreed to acquire the entire issued share capital of DCB (Kent) Limited for an aggregate maximum consideration of £4.0 million.

The consideration payable on Completion will be satisfied by the payment by Bilby of £1.5 million in cash and the issue of 423,729 Initial Consideration Shares (with a value of £500,000 at the Placing Price). Application will be made to the London Stock Exchange for the Initial Consideration Shares to be admitted to trading on AIM. It is expected that admission of the Initial Consideration Shares, which will rank pari passu in all respects with the Existing Ordinary Shares, will occur at 8.00 a.m. on 12 April 2016. The Initial Consideration Shares are subject to a lock-in agreement until 13 April 2017.

Further consideration of up to £2.0 million shall be paid subject to DCB achieving the performance targets over the three years ending 31 March 2018 as detailed below:

· In respect of the year ending 31 March 2016, subject to DCB achieving a minimum adjusted profit before taxation of at least £650,000, Bilby will pay an additional consideration of £1.0 million, of which £500,000 will be paid in cash and £500,000 through the issue of Additional Consideration Shares. If DCB does not achieve a minimum adjusted profit before taxation of at least £650,000 in the year ending 31 March 2016, then the aggregate consideration above shall be subject to a reduction of £1 for every £0.50 that the adjusted profit before taxation is less than £650,000;

· In respect of the year ending 31 March 2017, Bilby will pay an additional consideration of an amount (if any) equal to 25 per cent. of the amount by which DCB's turnover for the year ending 31 March 2017 exceeds £20 million (subject to a maximum of £22 million). Such payment (if any) shall be made 75 per cent. in cash and 25 per cent. in Additional Consideration Shares;

· In respect of the year ending 31 March 2018, Bilby will pay an additional consideration of an amount (if any) equal to 25 per cent. of the amount by which DCB's turnover for the year ending 31 March 2018 exceeds £21 million (subject to a maximum of £23 million). Such payment (if any) shall be made 75 per cent. in cash and 25 per cent. in Additional Consideration Shares;

· Any Additional Consideration Shares to be issued shall be valued at the average closing mid-market quotation for an Ordinary Share on AIM for the 20 Trading Days immediately preceding the date of their issue;

· Any Additional Consideration Shares are subject to a lock-in agreement for 6 months from date of issue; and

· Bilby reserves the right to satisfy all or part of the Additional Consideration SharesUPDATE FC in cash.

Completion is conditional upon (i) the Resolutions being passed, (ii) the Placing Agreement (a) having become unconditional in all respects save as to the conditions relating to Admission, and (b) not having been terminated prior to Admission, and (iii) Admission.

Restrictive covenants preventing the DCB Vendors from competing with DCB's business and customary warranties have been provided by the DCB Vendors in the DCB Acquisition Agreement.

Spokemead Maintenance Limited

Under the terms of the Spokemead Acquisition Agreement, Bilby has agreed to acquire the entire issued share capital of Spokemead Maintenance Limited for a maximum consideration of £8.7 million.

The consideration payable will be satisfied on Completion by the payment by Bilby of initial cash consideration of £5.7 million and the issue of 423,729 Initial Consideration Shares (with a value of £500,000 at the Placing Price). The Initial Consideration Shares are subject to a lock-in agreement until 13 April 2017. £2.7 million of the consideration is dependent on Spokemead having minimum net assets of £2.7 million at Completion.

Further conditional deferred consideration of up to £2.5 million shall be paid subject to Spokemead achieving the following performance targets as detailed below:

· Up to £1.0 million in cash subject to Spokemead achieving a minimum adjusted profit before taxation of £1.1 million for the year ending 30 June 2016. To the extent the adjusted profits are less than £1.1 million, the deferred cash consideration shall be reduced on a pound for pound basis by an amount to equal to any such shortfall;

· Up to £1.0 million in Additional Consideration Shares subject to Spokemead achieving a minimum adjusted profit before taxation of £1.6 million for the year ending 30 June 2017. To the extent the adjusted profits are less than £1.6 million, the value of the Additional Consideration Shares issued shall be reduced on a pound for pound basis by an amount to equal to any such shortfall;

· A further cash payment of £500,000 to be paid on the renewal or continuation of certain of Spokemead's key contractual arrangements in 2018/2019;

· Any Additional Consideration Shares to be issued shall be valued at the average closing mid-market quotation for an Ordinary Share on AIM for 20 Trading Days immediately preceding the date of their issue;

· Any Additional Consideration Shares are subject to a lock-in agreement for 6 months from date of issue; and

· Bilby reserves the right to satisfy all or part of the Additional Consideration Shares in cash.

Completion is conditional upon (i) the Resolutions being passed, (ii) the Placing Agreement (a) having become unconditional in all respects save as to the conditions relating to Admission, and (b) not having been terminated prior to Admission, and (iii) Admission.

Restrictive covenants preventing the Spokemead Vendors from competing with Spokemead's business and customary warranties have been provided by the Spokemead Vendors in the Spokemead Acquisition Agreement.

Details of the Placing

Panmure Gordon has placed 4,237,288 Placing Shares at the Placing Price with certain institutional and other shareholders as agent for the Company, raising gross proceeds of £5.0 million. The Placing Price of 118 pence per share represents a discount of approximately 2.9 per cent. to the closing middle market price of 121.5 pence per Ordinary Share on 23 March 2016, being the last practicable date prior to the publication of this document. The Placing Shares will represent approximately 10.8 per cent. of the issued share capital on Admission.

The Placing is conditional upon, inter alia, the Resolutions being passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 12 April 2016 (or such later time and/or date as the Company and Panmure Gordon may agree, but in any event no later than 8.00 a.m. on 26 April 2016).

Panmure Gordon may terminate the Placing Agreement in specified circumstances, including for material breach of warranty at any time prior to Admission, in the event of force majeure at any time prior to Admission or on the material breach of certain other obligations under the Placing Agreement.

Miton Asset Management ("Miton") is a related party of the Company as defined by the AIM Rules for Companies by virtue of its status as a substantial shareholder. Miton has agreed to subscribe for 2,300,000 Placing Shares as part of the Placing, conditional on Admission. The Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Settlement and Dealings

Application will be made to the London Stock Exchange for the Placing Shares and the Initial Consideration Shares to be admitted to trading on AIM. It is expected that Admission of the Placing Shares and the Initial Consideration Shares will occur at 8.00 a.m. on 12 April 2016. The Placing Shares and the Initial Consideration Shares will rank pari passu in all respects with the Existing Ordinary Shares.

Current trading and prospects

Since 30 September 2015, both P&R and Purdy have continued to strengthen their trading bases. This has included significant contract wins with London Borough of Hackney, Royal Borough of Greenwich, Hyde Housing Association and London Borough of Camden as well as contract extensions with existing long term clients such as Hexagon Housing Association and Central & Cecil Housing Trust.

In November 2015 P&R achieved first place on a significant framework tender process for gas support work for the South East Consortium ("SEC"), a consortium of housing associations responsible for giving access to over 140,000 properties in South East England. The framework period is four years, with members awarding contracts to their chosen providers starting in 2016 and which are able to run for a period of up to seven years. Additionally, Purdy was awarded second supplier of choice by SEC for electrical services.

Bilby has submitted a proposal, as part of the procurement process, for a framework agreement with Fusion21, a social enterprise that provides leading procurement and regeneration services to public sector organisations, large scale organisations and the third sector, with a view to qualifying for Fusion21's framework. A decision regarding the framework agreement is expected shortly.

The Directors expect that the results for Bilby for the year ending 31 March 2016 will be in line with market expectations.

General Meeting

A General Meeting of the Company will be held at the offices of Hudson Sandler Limited, 29 Cloth Fair, London, EC1A 7NN at 11.00 a.m. on 11 April 2016.

The Directors currently do not have sufficient authority to allot shares under the Act to effect the Placing. Accordingly the Resolutions are being proposed at the General Meeting to ensure that the Directors have sufficient authority to allot the Placing Shares on a non-pre-emptive basis.

Recommendation and undertaking

The Directors consider that the Acquisitions and the Placing are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as each member of the Board has irrevocably undertaken to do in respect of their beneficial holdings and those of their connected parties amounting, in aggregate, to 18,072,758 Ordinary Shares, representing approximately 52.8 per cent. of the Existing Ordinary Shares of the Company.

Expected Timetable of Principal Events

Definitions

The following definitions have been used in this announcement:

All references in this document to "£" or "p" are to the lawful currency of the United Kingdom.

Words in the singular shall include the plural and in the plural shall include the singular.