DGS.L Regulatory News (DGS)

Director's Dealing and Change in Holdings in Company

DGS Limited ("DGS" or the "Company")

DGS was notified on 14 November 2014 that The Resource Group International ("TRGI") exercised options to purchase a total of 2,029,776 common shares of US$0.001 each in the Company ("Shares") from its CEO, Jeff Cox (together the "Options"). The first exercise was in accordance with the Lock-in and Orderly Market Agreement in place amongst N+1 Singer, Mr. Cox and TRGI at the time of the Company's IPO (the "Agreement") and the Side Letter amongst Mr. Cox, TRGI and N+1 Singer executed at the time of the IPO ("Side Letter").

The Options comprised two separate option agreements between TRGI and Mr. Cox, which were put in place together with a loan and a pledge agreement between these parties. The exercise of the first option resulted in the purchase by TRGI of 1,026,248 of Mr. Cox's Shares for an aggregate consideration of US$1,395,815.00, the average price paid per share being US$1.36. The first option was described in the admission document dated 14 February 2013 (the "Admission Document").

The second exercise involved the purchase by TRGI of 1,003,528 of Mr. Cox's Shares and an aggregate consideration of US$2,128,424.00, the average price paid per share being US$2.12. The resultant sale of Mr. Cox's Shares, arising from the exercise of the second option, constitutes a 'permitted transfer' under the Bye-Laws of the Company and the Side Letter. Through accidental, administrative omission, the second option was not disclosed to N+1 Singer or notified to the market when it was entered into on 26 February 2013 by TRGI and Mr. Cox.

Following the exercise of the Options (the "Exercise"), TRGI has no further call options over shares held by Mr. Cox and all loan payment obligations owed by Mr. Cox to TRGI have been satisfied. Similarly, the pledge over 5,788,267 of Mr. Cox's Shares in favour of TRGI, as security against the obligations of Mr. Cox to pay TRGI the amounts due under the loan payment obligations, is now extinguished in full.

Change in Holdings in Company

Following the Exercise, TRGI and Mr. Cox have the following interests in the Company's Shares:

TRGI

Jeff Cox (CEO)

Although not a company incorporated in the UK to which the Takeover Code automatically applies, the Company incorporated certain amendments to its Bye-Laws at the time of its IPO, in order to afford investors with certain protections under the Takeover Code. The provisions of the Bye-laws anticipated and allowed for TRGI to purchase up to approximately 7.5% of Mr. Cox shareholding without TRGI being required to make a mandatory offer under Rule 9 of the Takeover Code (to acquire the other Shares in the Company that it does not own, as would ordinarily be the case for a shareholder owning more than 30 but less than 50 per cent. of a company which increased its shareholding). For the avoidance of doubt, TRGI has confirmed that it has no intention to trigger such an offer.

TRGI has agreed to extend the period for which the orderly market provisions of the Agreement apply for a further twelve months from the date of this announcement.

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