Rize Circular Regulatory News (CIRC)

CIRCLE HOLDINGS PLC

(the "Company")

CONVERSION OF CONVERTIBLE SHARES INTO ORDINARY SHARES AND APPLICATION FOR ADMISSION

6 June 2016

The Company announces that on 4 June 2016, in accordance with the provisions of the Company's Articles of Association, 11,546,965 Convertible (18 months) Shares of the Company automatically converted into 11,546,965 new Ordinary Shares of £0.02 each in the capital of the Company ('Ordinary Shares').

Application for Admission to Trading on AIM and Total Voting Rights

Application has been made for the above-mentioned 11,546,965 Ordinary Shares to be admitted to trading on AIM ('Admission'). Admission is expected to become effective and dealings commence at 8.00 a.m. on 8 June 2016. On Admission, the Company will have 236,250,223 Ordinary Shares in issue.

The Company has no Ordinary Shares held in treasury. Accordingly, the above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Following Admission, Circle Partnership Benefit Trust (the "CPBT") will be interested in 50,402,332 Ordinary Shares, representing approximately 21.3 per cent. of the Company's issued ordinary share capital. The CPBT also holds 11,546,965 Convertible (36 months) Shares. The Convertible (36 months) Shares shall automatically convert into Ordinary Shares on 4 December 2017. The Convertible Shares cannot be traded or sold until they have converted into Ordinary Shares.

Further details of the terms of the Convertible Shares are set out in the Company's announcement dated 5 December 2014.

Directors' interests

Following the conversion of Convertible (18 months) Shares, two Directors' interests in the Company have changed. Mr Steve Melton and Dr Massoud Fouladi shall have the following holdings in the Company:

*2,500,000 Options at an exercise price of £0.02 per share and 1,315,241 Options at an exercise price of £0.50 per share granted under Circle's Management Incentive Plan (MIP) subject to performance conditions as detailed in the Company's announcement dated 23 June 2015.

**1,000,000 Options at an exercise price of £0.02 per share and 1,344,090 Options at an exercise price of £0.50 per share granted under Circle's Management Incentive Plan (MIP) subject to performance conditions as detailed in the Company's announcement dated 23 June 2015.

Notes to editors:

For further information, please contact:

Circle Holdings plc

Michael Kirkwood, Chairman +44(0) 20 7034 5250

Steve Melton, Chief Executive Officer

Gordon Hector, Head of Communications

Numis Securities Limited

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