DQE.L Regulatory News (DQE)

5 February 2016

DQ Entertainment plc ("DQE" or the "Company")

Director Shareholding

The Board of DQE, a leading animation, gaming, live action entertainment production and distribution company, announces details of a loan and share pledge agreement entered into between Zenithal Private Limited (formerly called DQ Holding Private Limited) ("Zenithal"), a company wholly owned by Tapaas Chakravarti, Chairman and CEO of DQE, and Platinum Consulting Group ("Platinum") on 14 March 2013 (the "Agreement"). Platinum is one of the requisitioners referred to in the Company's announcement on 27 October 2015 and of which Mr Anil Chintapalli (another requisitioner) was managing director at the time of the Agreement. The Company believes Mr Chintapalli acts on behalf of Platinum.

Under the Agreement, Platinum agreed to loan £742,000 to Zenithal to be applied to acquiring 3,710,000 new ordinary shares in the Company (the "Pledged Shares"), representing approximately 6.6 per cent. of the Company's current issued ordinary share capital, as part of the Company's fundraising announced on 14 March 2013. As security for the loan, Zenithal agreed to pledge the Pledged Shares to Platinum. The Agreement does not provide for any date for repayment of the loan or expiry of the Agreement.

The terms of the Agreement provide that while exercising voting rights in respect of the Pledged Shares, Zenithal should consider the recommendations made by Platinum regarding specific resolutions relating to the business and/or operations of the Company that may need to be passed by the Board of Directors of the Company and in the event that Zenithal is unable to vote, or refrains from voting, Platinum will be entitled to exercise any and all voting rights and other consensual rights pertaining to the Pledged Shares and any and all other shares owned or controlled by Zenithal. In the event Zenithal chooses to vote against the recommendations made by Platinum, both the parties will make best efforts within 48 hours to come to a mutual agreement on the recommendations made by Platinum and failing any agreement, Platinum will be entitled to exercise any and all voting rights and other consensual rights pertaining to the Pledged Shares and any and all other shares owned or controlled by Zenithal relating to the specific resolution where there is a disagreement.

Platinum shall be entitled to receive any and all dividends paid in respect of the Pledged Shares and other distributions made in respect of the Pledged Shares. Zenithal is not entitled to sell, assign or otherwise dispose of, or grant any option or lien with respect to, the Pledged Shares.

Where there is an event of default, Platinum can instruct Zenithal to immediately sell, assign or otherwise dispose of all or any part of the Pledged Shares to Platinum. Platinum notified Zenithal on 1 February 2016 that it believes that Zenithal is in breach of the terms of the Agreement and has requested immediate repayment of the loan. Further announcements will be made as appropriate.

At any time, Platinum reserves the right to unilaterally ask Zenithal to transfer ownership of some or all of the Pledged Shares to Platinum.

Zenithal currently holds 8,348,429 ordinary shares in the Company and Mr Chakravarti holds a further 81,000 ordinary shares in the Company. In aggregate, Mr Chakravarti is beneficially interested in 8,429,429 ordinary shares in the Company, representing approximately 14.97 per cent. of the current issued ordinary share capital.

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