Rize Circular Regulatory News (CIRC)

Circle Holdings plc

("Circle" or the "Company")

Approval of Project Reset by the shareholders of Circle Partnership Limited

29 October 2014

The Company announces that on 29 October 2014, Circle Partnership Limited ("CPL") held its shareholder meeting which had been convened in accordance with an order from the BVI court at which its proposed scheme of arrangement was duly approved by its shareholders. A majority in number representing 87.9% in value of the Ordinary Shares held by the shareholders who were present and voting either in person or by proxy approved the scheme. Under BVI law, the approval threshold required for the scheme is a majority in number representing at least 75% in value of the Ordinary Shares held by the shareholders who are present and voting either in person or by proxy.

The CPL scheme of arrangement forms the principal element of Project Reset, the Company's proposed restructuring of the ownership of the Circle group. The terms of Project Reset were previously approved by the shareholders and directors of the Company, as well as the directors of CPL. 

A final court hearing in the BVI is scheduled for 3 December 2014, at which CPL will request that the BVI court enter an order to sanction the scheme. 

Upon the scheme becoming effective, the Company will issue to the trustee of Circle Partnership Benefit Trust (1) 23,093,930 Convertible Shares, and (2) a further 38,834,444 Ordinary Shares to be used to satisfy options to be granted under the Company's new share incentivisation plans in accordance with the terms previously approved by the Company's shareholders. The Convertible Shares, split in two equal tranches, shall automatically convert on a share-for-share basis after 18 months and 36 months, respectively, into Ordinary Shares of the Company for which admission will be sought at such time.

For further information, please contact:

Circle Holdings plc

Michael Kirkwood, Chairman +44(0) 20 7034 5258

Steve Melton, Chief Executive Officer

Gordon Hector, Head of Communications

Numis Securities Limited

Michael Meade, Nominated Adviser +44(0) 20 7260 1000

Alex Ham, Corporate Broking