CIU.L Regulatory News (CIU)

12 April 2013

Cape plc ('Cape' or the 'Company')

Mailing of Annual Report, Notice of Annual General Meeting

and Electronic Documents and Information Letter

Cape announces that its Annual Report and Accounts ("Annual Report") for the year ended 31 December 2012, the Notice of Annual General Meeting ("Notice of AGM"), Form of Proxy and a letter requesting the sending of documents and information by electronic means ("Electronic Documents and Information Letter") have been mailed to Ordinary Shareholders and the Scheme Shareholder (as defined in the Company's Articles of Association) on 12 April 2013.

Pursuant to Listing Rule 9.6.1, the Annual Report, Notice of AGM, Form of Proxy and Electronic Documents and Information Letter have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do and can also be viewed on the Company's website at www.capeplc.com.

AGM Location

The Company's AGM will be held at 11.00am (BST) on Wednesday 15 May 2013 at the offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU, United Kingdom.

Additional Information

In accordance with Disclosure and Transparency Rule 6.3.5(2) (b), additional information is set out in the appendices to this announcement. This information is extracted in full unedited text from the 2012 Annual Report. References to page numbers are the respective page numbers in the 2012 Annual Report.

Cape plcChris Judd

Company Secretary

Tel: Tel: +65 6681 0542

Appendices:

Appendix 1: Directors' Responsibility Statement.

The following directors' responsibility statement is extracted from the 2012 Annual Report (page 55).

Directors' responsibilities

The Directors are responsible for preparing the Annual Report and the Group and Parent Company Financial Statements in accordance with applicable law and regulations. The Directors have chosen to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRSs). The Directors are also responsible for the preparation of the Directors' Remuneration Report, which they have chosen to prepare, being under no obligation to do so under Jersey law. The Directors are also responsible for the preparation of the Corporate Governance report under the Listing Rules.

Jersey Company law requires the Directors to prepare Financial Statements for each financial period in accordance with any generally accepted accounting principles prescribed for the purposes of the law.

Under that law the Directors have prepared the Group Consolidated Financial Statements and the Parent Company Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

The Group and Parent Company Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and the Group at the period end and the profit or loss of the Company and the Group for the period then ended. In preparing those Financial Statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and estimates that are reasonable and prudent;

·; state that the Group Consolidated Financial Statements and the Parent Company Financial Statements comply with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the Financial Statements; and

·; prepare the Group and Parent Company Financial Statements on the going concern basis unless it inappropriate to presume that the Group will continue in business, in which case there should be supporting assumptions or qualifications as necessary.

The Directors are responsible for keeping proper accounting records which are sufficient to show and explain the Company's transactions and as such to disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the Group and Parent Company Financial Statements comply with the law and, as regards the Group Consolidated Financial Statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement under the Disclosure and Transparency Rules

Each of the current Directors, whose names and functions are listed on page 44 confirms that, to the best of his knowledge:

·; the Consolidated Financial Statements, prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and the undertakings included in the consolidation taken as a whole; and

·; the Directors' Report on pages 41 to 54 and the Regional and Chief Financial Officer's reviews on pages 30 to 39 include a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face as set out in the risks and uncertainties review on pages 16 to 21.

By order of the Board

Michael Speakman

Chief Financial Officer

8 April 2013

Appendix 2: Principal Risks & Uncertainties.

The following description of the principal risks and uncertainties that the Company faces is extracted from the 2012 Annual Report (pages 16 to 21).

Principal Risks and Uncertainties

The Board is committed to enhancing the Group's risk management capability. The newly appointed Chief Executive and Chief Financial Officer are leading this renewed focus on the identification of risk and its mitigation. This includes strengthening internal controls, improving the reporting of management information and the direction of internal audit. Working closely with the recently formed Executive Committee, they will ensure that the management of risk is further embedded in the strategic and operational processes of the Group. This will ensure that risk management is not a separate process or set of actions, but part of normal business and daily management practice. Cape is committed to promoting effective risk management as a core management capability that will support the Group in achieving its targets.

The Group is seeking to promote a culture where, as a matter of good business practice, both risk and opportunity are identified and managed, thereby ensuring more informed and effective business decisions are made and that the Group achieves its objectives and targets. On an annual basis, the Board will review risk appetite to ensure it is calibrated to the Group's strategic objectives. Risk is assessed formally at business segment level through risk workshops and via the maintenance of risk registers. The updating of the risk registers is a continuous process involving the identification, evaluation and management of risks by individual managers.

Risk exposure will be considered against risk appetite by profiling individual risks in respect of their potential impact and likelihood of occurrence, after consideration of mitigating and controlling actions that are in place. The Group's renewed approach to risk management is aimed at monitoring material issues to enable the early identification of key risks and the taking of action to remove or reduce the likelihood of those risks occurring and their effect.

To support the Board and Audit Committee in discharging their responsibilities, Internal Audit delivers a comprehensive risk-based combined assurance plan and regularly advises the Board of the effectiveness of the design and operation of the control environment.

In light of the performance issues identified during 2012, the Group is embedding a culture in which people will more openly communicate risk to appropriate levels within the Group and in which information on risk, and the actions taken to manage it, are shared openly through an effective communication process.

Internal Controls

The Board acknowledges its responsibility for the oversight of the Group's system of internal controls and for reviewing its effectiveness. The Group's system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. It provides reasonable but cannot provide absolute assurance against material misstatement or loss.

Key features of the Group's system of internal control include:

Strategic and financial planning - The Group produces annual budgets and objectives, which are closely monitored and against which regular reports are prepared for consideration by the Board

Investment appraisals - Material contracts and capital expenditure are reviewed in advance by senior management and, when appropriate, approved by the Board

Financial monitoring - Profitability, margin return, cash flow and capital expenditure are all closely monitored and key financial information reported to the Board on a regular basis, including explanations of variances between actual and budgeted performance and action plans to rectify any such variances

Delegated authority matrix - There is a clearly defined system of approval limits for key business decisions, including contract approvals, material transactions, acquisitions, disposals, capital purchases and operating expenditures

Effective Risk Management

The effective identification and management of risk is critical to the success of Cape and the following systematic approach is now being applied across the Group:

Identifying key risks - The Group applies the same methodology to identifying risk at all levels across the Group, region, business unit and project level. Key and emerging risks will be reviewed on an ongoing basis

Analysing risks and controls - Risks are evaluated to assess financial and non-financial impacts, the likelihood of occurrence and the root cause. This results in a prioritised register of risks, against which management will review the nature, adequacy and appropriateness of current controls to mitigate these risks

Determining management actions - If new, different or additional actions are identified, these are analysed and appropriate responsibilities to execute them are assigned

Reporting and monitoring - Management is responsible for monitoring the effectiveness of controls and progress of actions taken to mitigate key risks; this is then assessed through the Group's internal audit programme. The results of the risk management process are reported to the Audit Committee at least every six months

Further details of the Group's internal control and risk management processes can be found in the Directors' Report on pages 50 and 51.

Risk framework

Effective management of risk and opportunity is essential to the delivery of the Group's vision, achievement of sustainable shareholder value and protection of its reputation. The Board acknowledges its responsibility for the oversight of the Group's system of internal control and for reviewing its effectiveness. The Board's objective is to ensure the Group has appropriate systems in place for the identification and management of risks, while ensuring that within a given risk appetite, the business is able to optimise enterprise value.

Further details on the Board and its Committees can be found in the Directors' Report and the Directors' Remuneration Report on pages 41 to 54.

Certain events during 2012, such as significant losses on a major project, inadequate forecasting in light of deteriorating trading conditions, poor control of certain scaffolding assets and inconsistent Group-wide application of accounting policies, demonstrated that, in certain instances, the control environment could be improved.

Notwithstanding these events during 2012, and following the appointments of the Chief Executive and Chief Financial Officer during 2012, the Directors concluded that the overall system of internal control was appropriate, whilst recognising there was scope for improvement to ensure that issues are identified and corrective actions taken in a timely manner. Actions have already been taken to improve and progress has commenced, although there remains more to do. Further actions will be implemented during 2013 to ensure an effective control environment is embedded across the Group.

Risk Factors:

Cape's performance and prospects may be affected by a number of risks and uncertainties that relate to the industry and the environments in which it undertakes its operations around the world. The Group is alive to the issue of risk, and has systems and procedures in place across the Group to identify, assess and mitigate major business risk.

Each region and central function is required to undertake a formal review of risks which could impact its area of business. Identified significant risks and agreed mitigation are formally reviewed on a regular basis and are recorded in an active risks register. The Group continues to develop its risk management systems and processes to ensure that its responses remain appropriate to the range of risks that the Group faces.

The following factors and other information contained in this Annual Report should be carefully considered. The following is a description of the risks that may affect some or all of the Group's activities and which may affect the value of an investment in the Company's securities. If any of the events described below occurs, the business, financial condition or results of operations of the Group could be adversely affected in a material way. Additional risks and uncertainties that the Group is unaware of, or that it currently deems immaterial, may also in the future have a material adverse effect on the Group's business, results of operations and financial condition.