DUPD.L Regulatory News (DUPD)

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

MANDATORY CASH OFFER

by

DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")

for

DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")

8 June 2017

Summary

· Further to its announcement on 30 May 2017, the Board of DCI announces that it intends to make a mandatory cash offer, for the whole of the issued and to be issued share capital of DUPD not already owned by the Dragon Capital Group at a price of 13 pence per DUPD Share ("Offer").

· DCI is a wholly owned subsidiary of Dragon Capital Holdings Limited incorporated in Cyprus.

· Under the terms of the Offer, Shareholders who accept the Offer will received:

For each DUPD Share 13 pence in cash ("Offer Price")

· The Offer values the existing issued share capital of DUPD at approximately £14.22 million.

· The Offer is subject only to an acceptance condition at a level of DCI needing to acquire or agree to acquire (whether pursuant to the Offer or otherwise) DUPD Shares representing more than 50 per cent. of the voting rights then normally exercisable at a general meeting of DUPD.

· In the event that DCI acquires 90% of the shares to which the Offer relates, it intends to compulsorily acquire any outstanding DUPD Shares to which the Offer relates.

This summary should be read in conjunction with the full text of the following Announcement including the Appendices. The Offer will be subject to the conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance.

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to DUPD Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 27 June 2017, being 28 days after the date of the announcement of the acquisition of DUPD Shares by DCI which was released on 30 May 2017 (unless agreed otherwise with the Panel).

Appendix II sets out details of the interests of DCI and the Dragon Capital Group and others in DUPD Shares. Appendix III sets out the sources and bases of certain financial and other information contained in this Announcement. Appendix IV contains the definitions of certain terms used in this Announcement.

The information communicated in this Announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Enquiries:

Apart from the responsibilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, SPARK Advisory Partners Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer, SPARK Advisory Partners Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

SPARK Advisory Partners Limited is acting exclusively as financial adviser to DCI and no one else in connection with the Offer. SPARK Advisory Partners Limited will not be responsible to anyone other than DCI for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

Further information

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

DUPD Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer if to do so would constitute a violation of the laws in that jurisdiction. Accordingly, unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, copies of this Announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the DUPD Group and certain plans and objectives of the boards of directors of DUPD and DCI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Management Team and DCI in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Forward-looking statements also include statements about DCI's beliefs and expectations related to the Offer being declared wholly unconditional, benefits that would be afforded to customers, and benefits to DCI that are expected to be obtained as a result of the Offer being declared wholly unconditional. There can be no assurance that the Offer will be declared wholly unconditional. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DUPD or DCI except where expressly stated.

All subsequent oral or written forward-looking statements attributable to DCI or DUPD or any of their respective members, directors, officers or employees or any persons acting on their behalf are qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to DCI on the date hereof and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code, DCI does not intend, or undertake any obligation, to update any information contained in this Announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, DCI is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of DCI under Rule 8 of the Code.

Publication of this Announcement

A copy of this Announcement (together with any document incorporated by reference) will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the Dragon Capital Group website at https://rule9offerdci.dragon-capital.com by no later than 12 noon on 9 June 2017 until the end of the Offer Period. For the avoidance of doubt, the contents of the Dragon Capital Group website are not incorporated into and do not form part of this Announcement unless otherwise stated herein. You may request a hard copy of this Announcement, and all future documents, announcements and information in relation to the Offer, by writing to Donald Stewart, Kepstorn Solicitors, 7 St James Terrace, Lochwinnoch Road, Kilmacolm PA13 4HB or by calling, between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on +44 (0) 7786 575 372. Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person.

Information relating to DUPD Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by DUPD Shareholders, persons with information rights and other relevant persons for the receipt of communications from DUPD may be provided to DCI during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.

Time

In this Announcement references to time are to London time.

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

8 June 2017

MANDATORY CASH OFFER

by

DRAGON CAPITAL INVESTMENTS LIMITED ("DCI")

for

DRAGON-UKRAINIAN PROPERTIES AND DEVELOPMENT PLC ("DUPD")

1. Introduction

The Board of Dragon Capital Investments Limited today announces that it intends to make a mandatory cash offer for the whole of the issued and to be issued share capital of DUPD not already owned by the Dragon Capital Group at a price of 13 pence per DUPD Share.

On 30 May 2017, DCI announced that it had acquired 11,687,200 DUPD Shares from an institutional shareholder at a price of 12.75 pence per Share representing approximately 10.69 per cent. of the issued share capital of DUPD.

The Acquisition increased Dragon Capital Group's interests in DUPD from 24,107,589 DUPD Shares (representing approximately 22.04 per cent. of the issued share capital of DUPD) to 35,794,789 DUPD Shares (representing approximately 32.73 per cent.).

Rule 9 of the Code requires that where a shareholder has an interest of less than 30 per cent. of a company's voting share capital, and he acquires an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company, he is required to make a mandatory cash offer for the entire issued share capital not already owned by him.

In accordance with Rule 9, DCI announces that it is making an offer for all of the Shares of DUPD which the Dragon Capital Group does not already own, at a price of 13 pence in cash per DUPD Share. Accordingly, the Offer is conditional only upon DCI receiving acceptances in respect of DUPD Shares which will result in DCI and any party with whom it is in concert holding more than 50 per cent. of the DUPD Shares.

DCI's Offer values the entire issued share capital of DUPD at approximately £14.22 million.

2. The Offer

The formal Offer, together with the procedure for acceptance, which will be subject to the conditions and further terms set out below and in Appendix I, will be contained in a letter from DCI to be set out in the Offer Document and, in relation to certificated shareholders, the accompanying Form of Acceptance, will be made on the following basis:

For each DUPD Share 13 pence in cash

DUPD Shares will be acquired by DCI pursuant to the Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made in the future.

3. Information on DCI and the Dragon Capital Group

DCI is a wholly owned subsidiary of Dragon Capital Holding Limited.

Dragon Capital is one of Ukraine's leading groups of companies working in the field of investment and financial services, offering a comprehensive range of services in equities and fixed income sales, trading and research, investment banking, private equity and asset management to institutional, corporate and private clients.

Tomas Fiala, a non-executive director of DUPD, is the principal shareholder and managing director of the Dragon Capital Group. Mr Fiala has over twenty years' experience in Central and Eastern European securities markets. He started his career at Bayerische Vereinsbank in Prague in 1994, continuing studies at the Prague University of Economics. In 1995, he joined Wood & Co., a leading regional investment bank, and was sent a year later to Ukraine to establish and run their office in the country. Under his leadership, Wood & Co. became the largest investment bank in Ukraine. Following the 1998 financial crisis, he moved to Wood's Warsaw office to launch their online brokerage. In 2000, Tomas initiated the founding of Dragon Capital. Since its foundation, Tomas has been the CEO of Dragon Capital.

4. Information relating to DUPD

DUPD, which was established in February 2007 and admitted to trading on AIM in June 2007, was formed to invest in the development of new commercial properties and the re-development of existing properties in Ukraine which, in 2007, appeared to offer the prospect of attractive returns. At that time DCM Limited was appointed to provide advisory, investment management and monitoring services to DUPD in respect of property development opportunities in Ukraine.

DUPD is now an "investing company" for the purposes of the AIM Rules for Companies. The AIM Rules for Companies require an investing company to have in place an investing policy which is "sufficiently precise and detailed so that it is clear, specific and definitive". The AIM Rules for Companies provide guidance in relation to what this investing policy is expected to include as a minimum.

Investing Policy

On 17 February 2014, DUPD's Shareholders approved a new investing policy, extracts from which are set out below:

Investing strategy - asset allocation - geographic focus and sector focus

The DUPD Board will seek to realise the Company's properties in an orderly manner, such realisations to be effected at such times, on such terms and in such manner as the DUPD Board (in its absolute discretion) may determine.

Assets or companies in which the Company can invest

DUPD will not make any investments in new properties. However, this will not preclude the DUPD Board (in its absolute discretion) from making any investment in existing properties in the following circumstances:

· where the DUPD Board, as advised by the Manager, believes such investment is to protect or enhance the value and saleability of such property;

· where DUPD is contractually committed to make such investment;

· in respect of properties currently under construction, where DUPD continues to pursue, where necessary, any licences and/or approvals which are required for a particular property to continue its development;

· undertaking investment in additional phases of such properties (other than the existing phase currently being developed in respect of such property) where the DUPD Board, as advised by the Manager, believes such investment in additional phases is to protect or enhance the value and saleability of such property;

· authorising the expenditure of such capital as is necessary to: (i) acquire any joint venture party's interests in any of DUPD's existing investments; or (ii) carry out any construction necessary to maximise value and saleability of any existing property; and

· entering into any contract or other arrangement with any third party to realise all or any part of its existing properties.

In addition, DUPD will only commence construction on any of its existing properties that have yet to commence construction to protect or enhance the value and saleability of such property. In respect of such properties, DUPD will also continue to pursue, where necessary, any licences and/or approvals which are required for a particular property.

These above restrictions will not preclude DUPD making investments in short-dated cash or near cash equivalent securities, which form part of its cash management practices.

Strategy by which the investing policy will be achieved

The DUPD Board and the Manager will investigate a number of approaches to realisation of its properties, which will include, but not be limited to, sales of individual assets or groups of assets or a sale of the entire portfolio (or a combination of such methodologies), or an in-specie distribution of such property. The DUPD Board will only consider in-specie distributions to shareholders when other realisation alternatives have been fully explored and the relevant property investment is quoted on a stock exchange.

The DUPD Board and the Manager may decide to appoint independent advisers to assist in the execution of the New Investing Policy, including, but not limited to, property valuers and property agents.

Holding period for investments

The New Investing Policy includes an orderly realisation of DUPD's properties over the medium term with a view to maximising returns for shareholders. Accordingly, the DUPD Board will seek to realise the Company's properties and exercise all legal rights of the Company in such manner and on such timescale as the Directors see fit, with a view to ensuring that returns to shareholders are maximised.

Policy in relation to gearing and cross holdings

The DUPD Board (in its absolute discretion) may make prudent use of leverage to make investments or expenditure consistent with its investing policy and to satisfy working capital requirements. Borrowings may be undertaken by DUPD itself or by any of its subsidiaries or project companies.

Given that the New Investing Policy is an orderly realisation of DUPD's properties over the medium term, it is not expected that DUPD will secure additional debt financing other than where DUPD believes it is required to protect or enhance the value and saleability of such property.

Nature of returns that DUPD will seek to deliver to shareholders

Under the New Investing Policy, the DUPD Board will seek to return any surplus funds to shareholders when appropriate. The net proceeds of all property realisations will be returned to shareholders, at the DUPD Board's discretion, having regard to:

· the requirement to invest further funds in DUPD's existing property projects only to protect or enhance the value and saleability of such property, and/or where DUPD is contractually committed to make such investment;

· DUPD's working capital requirements and running costs (including the fees payable under the Third Management Agreement);

· the cost and tax-efficiency of individual transactions and/or distributions; and

· the 2006 Act.

It is expected that surplus capital will be returned to shareholders over time in a manner which may involve dividends, share buy-backs, voluntary tender offers, dividends and/or capital reductions. The decision to make any such returns, the method through which such returns are effected, and the quantum and timing of any such returns will be at the sole discretion of the DUPD Board. The DUPD Board will only consider in-specie distributions to shareholders when other realisation alternatives have been fully explored and the relevant property investment is quoted on a stock exchange.

According to its published annual report and accounts for the year ended 31 December 2016 DUPD incurred a USD 4.69 million loss from operating activities in the year to 31 December 2016 (2015: USD 33.97 million loss), USD 2.25 million of which was attributable to the decrease in fair value of Company's projects (2015: USD 31.3 million decrease). As a result, the Company's Net Asset Value decreased by USD 10.7 million to USD 47.69 million as of 31 December 2016.

DUPD held a cash balance of USD 7.8 million and no debt at either the holding company level or project level as of 31 December 2016.

DUPD published its annual report and accounts for the year ended 31 December 2016 on 19th May 2017. The annual report and accounts is available on DUPD's website.

5. Background to and reasons for the Offer

Given the difficult economic environment in Ukraine, DUPD remains primarily focused on pursuing an orderly realisation strategy while only modestly and prudently investing in the development of existing residential properties that have demonstrated the ability to generate cash.

Following the international financial crisis in the second half of 2008, Ukraine's domestic credit crunch took a heavy toll on the Ukrainian real estate market. While the Ukrainian economy showed some limited signs of recovery through 2010 and 2011, by 2012 Ukraine saw further weakening of its macroeconomic fundamentals.

Ukraine's political and economic situation deteriorated significantly following the government's decision not to sign the Association Agreement and the Deep and Comprehensive Free Trade Agreement with the European Union in late November 2013.

In March 2014 Autonomous Republic of Crimea (Crimea) was annexed by the Russian Federation. This resulted in a significant deterioration of political and economic relationships between Ukraine and the Russian Federation. Following the annexation of Crimea, regional tensions have spread to the Eastern regions of Ukraine, primarily to the parts of Donetsk and Lugansk regions. In May 2014, unrest escalated into military clashes and armed conflict between armed supporters of the self-declared republics of Donetsk and Lugansk regions backed up by the regular Russian military forces and the Ukrainian army forces.

2016 saw an escalation of military hostilities with separatists in eastern Ukraine despite the existence of Minsk II cease-fire agreement. In addition, a blockade of rail traffic to the separatist enclave by Ukrainian nationalists resulted in the separatists responding by "nationalising" about 40 companies (mostly steel mills and coal mines) that had been paying taxes to the Ukrainian budget. On 15 March 2017 Ukraine formally halted commercial goods traffic (both rail and motorway) with the separatist territories which, the DCI Directors believe, will likely dampen GDP growth slightly in 2017.

Disruption of economic ties with Crimea and economic disruption in Donetsk and Lugansk regions because of the military conflict has deepened the ongoing economic crisis, caused a fall in Ukraine's gross domestic product and foreign trade, deterioration in state finances, significant devaluation of the national currency and a further downgrading of the Ukrainian sovereign debt credit ratings in 2015.

The DCI Directors' believe that the continuation of the current unstable business environment is likely to continue to negatively affect DUPD's results and financial position in a manner not currently determinable.

As a result of DUPD's continued focus on realisations and prudent investment policy, DUPD was able at the end of 2014 to declare a distribution of USD 6.0 million on 29 December, 2014. On 29 January 2016, the DUPD Board announced an additional distribution of USD 6.0 million which was paid in February 2016. However, DUPD's annual report and accounts for the year ended 31 December 2016 state that at the time of writing no further distributions are planned in 2017 as a significant portion of cash proceeds from sales in 2016 have been reinvested in the Obolon Residences and Green Hills projects. As at 31 December 2016, DUPD had a cash balance of USD 7.8 million (compared to USD 15.9 million as at 31 December 2015).

The Offer is intended to give DUPD Shareholders an opportunity to realise their investments in DUPD without having to wait for the Ukrainian economy and real estate market to improve or for DUPD to realise more of its properties in order to make further distributions.

6. Intentions of DCI

DUPD has no employees and no offices. It is managed by DCM Limited, part of the Dragon Capital Group, pursuant to the terms of the Fourth Revised Management Agreement.

DCI is not proposing, following any increase in its shareholding as a result of the Offer, to seek any change in the general nature of the DUPD's business, and does not currently intend to take any action to alter the management of DUPD, the continued appointment of its directors, the role of DCM Limited pursuant to the Fourth Revised Management Agreement as amended, the location of the Company's places of business, and the deployment of the Company's assets.

In the event that DCI acquires 90% of the shares to which the Offer relates, it intends to compulsorily acquire any outstanding DUPD Shares to which the Offer relates.

7. Financing of the Offer

On the basis that there are 109,361,515 DUPD Shares in issue at the date of this Announcement and the Dragon Capital Group already own 35,794,789 DUPD Shares, representing 32.73% of the issued share capital of DUPD, the amount required to enable DCI to satisfy the cash consideration under the Offer is approximately £9,563,675. DCI is providing the cash consideration payable under the Offer from its existing cash resources.

SPARK Advisory Partners is satisfied that sufficient financial resources are available to DCI to satisfy in full the cash consideration payable to DUPD Shareholders under the terms of the Offer.

8. Unissued DUPD Shares

As at the date of this document DUPD has no options or warrants in issue.

9. Antimonopoly Committee of the Ukraine

Pursuant to Ukrainian legislation, the purchase of shares in a company which results in the purchaser owning 50 per cent. or more of the issued share capital of that company where the parties' combined worldwide asset value or turnover exceeds EUR 30 million and the value of the Ukrainian assets or turnover of each of at least two of the parties exceeds EUR 4 million, requires the purchaser to obtain clearance from the Antimonopoly Committee of Ukraine ("AMC"). In this case a simplified procedure will be followed because the parties' combined market shares do not exceed certain thresholds and clearance is expected to be available on or before 26 June 2017.

As DCI's recent application for clearance to own more than 25% of the DUPD Shares was granted within the prescribed 25 day timescale, the DCI Directors do not expect the AMC's decision in connection with its application for clearance to purchase 50% or more of the issued capital of DUPD to be different, as there is little difference between those two applications.

Whilst the decision of the AMC and/or its timing is outside DCI's control, the DCI Directors expect that clearance should be obtained on or before 26 June 2017 following which DCI expects publish the Offer Document.

In the event that Clearance is delayed or refused, the DCI Directors will abide by the Code, publish the Offer Document conditional only on acceptances in compliance with Rule 9 and, if that condition is satisfied, will complete the Offer. The DCI Directors believe that the sanction for non-compliance with Ukrainian antimonopoly legislation is a fine of up to 5% of the income of the relevant parties for the previous financial year.

10. Expected timetable

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be dispatched to DUPD Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 27 June 2017 being 28 days after the date of the announcement of the acquisition of DUPD Shares by DCI which was released on 30 May 2017 (unless agreed otherwise with the Panel). The Offer Document will contain an indicative timetable for the implementation of the Offer.

Subject to the satisfaction, or (where relevant) waiver, of all relevant Conditions as set out in Appendix I to this Announcement, it is expected that the Offer will complete in the third quarter of 2017.

11. Further terms and conditions of the Offer

The Offer will be subject to the Condition and further terms set out in this Announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance.

Appendix II sets out details of the interests of the DCI and of its connected persons in DUPD Shares. Appendix III sets out the sources and bases of certain financial and other information contained in this Announcement. Appendix IV contains the definitions of certain terms used in this Announcement.

The Offer and acceptances thereof will be subject to English law and the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel and the AIM Rules.

12. Overseas Shareholders

The availability of the Offer to DUPD Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to Overseas Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

13. Interests in DUPD Shares

Tomas Fiala, a non-executive director of DUPD, is the principal shareholder and managing director of the Dragon Capital Group which acquired 6,831,500 DUPD Shares (6.25 per cent.) during the first (June 2007) and second (November 2007) share issues. Mr Fiala was also a director of Dragon Capital Partners which received 1,698,416 DUPD Shares (1.55 per cent.) to settle 70 per cent. of the DCM Limited's performance fee for 2007. DCM Limited, DUPD's investment manager, is a wholly owned subsidiary of Dragon Capital Group.

Through a series of market purchases in 2011 (totalling 1,274,153 DUPD Shares) and 2012 (totalling 6,281,158 DUPD Shares) the holding of the Dragon Capital Group in DUPD increased to 16,085,227 DUPD Shares or 14.71 per cent. of DUPD's issued share capital.

During 2013 the Dragon Capital Group made additional market purchases of 2,842,595 DUPD shares, which resulted in a total shareholding of 18,927,822 DUPD Shares, or 17.31 per cent. of DUPD's issued share capital.

In January 2016 Dragon Capital Group sold 47,930 DUPD Shares bringing its shareholding to 18,879,892 or 17.26 per cent. of DUPD's issued share capital.

On 21 June 2016 Dragon Capital Group sold 8,000 DUPD Shares at a price of 12.65 pence per DUPD Share and 4,321 DUPD Shares at a price of 12.565 pence per ordinary share bringing its shareholding to 18,865,571 DUPD Shares representing 17.25 per cent. of the issued share capital of DUPD.

On 22 June 2016 Dragon Capital Group purchased 366,300 DUPD Shares at a price of 11.726 pence per DUPD Share bringing its shareholding to 19,233,871 DUPD Shares representing 17.59 per cent. of DUPD's issued share capital.

On 4 July 2016 Dragon Capital Group purchased 210,258 ordinary shares at a price of 12.689 pence per DUPD Share, and sold 11,000 DUPD Shares at a price of 12.5 pence per DUPD Share.

On 21 February 2017 Dragon Capital Group purchased 4,674,460 DUPD Shares at a price of 13 pence per DUPD Share.

As noted above on 30 May 2017, DCI announced that it had acquired 11,687,200 DUPD Shares from an institutional shareholder at a price of 12.75 pence per Share representing approximately 10.69 per cent. of the issued share capital of DUPD. Following this share purchase, the Wider Dragon Capital Group now holds 35,794,789 DUPD Shares representing 32.73 per cent. of the issued share capital of DUPD.

The interests of DCI and its connected persons in DUPD Shares are set out in Appendix II. Save in respect of these interests, as at close of business on 7 June 2017, being the last Business Day before the date of this Announcement, neither DCI, nor any of the DCI Directors, nor, so far as DCI is aware, any person acting in concert (within the meaning of the Code) with it has (i) any interest or right to subscribe for DUPD Shares; nor (ii) any short positions in respect of relevant DUPD Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any DUPD Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

14. Documentation

It is expected that the Offer Document will be sent to DUPD Shareholders (other than DUPD Shareholders in Restricted Jurisdictions) as soon as practicable and, in any event, by 27 June 2017 being 28 days after the date of the announcement of the acquisition of DUPD Shares by DCI which was released on 30 May 2017. DUPD Shareholders (other than DUPD Shareholders in Restricted Jurisdictions) who hold DUPD Shares in certificated form will be sent Forms of Acceptance together with the Offer Document. The Offer Document will also be available to all DUPD Shareholders (other than DUPD Shareholders in Restricted Jurisdictions) at no charge to them on Dragon Capital Group's website at https://rule9offerdci.dragon-capital.com DUPD Shareholders are urged to read the Offer Document and, for those holding DUPD Shares in certificated form, the accompanying Forms of Acceptance when they are sent to them because they will contain important information.

15. Consent

SPARK Advisory Partners has given and not withdrawn its consent to the publication of this Announcement with the inclusion in it of the references to its name and (where applicable) advice in the form and context in which they appear.

16. Display documents

Copies of the following documents will be published no later than 12 noon on the Business Day following the date of this Announcement on Dragon Capital Group's website at https://rule9offerdci.dragon-capital.com whilst the Offer remains open for acceptance:

(a) this Announcement; and

(b) the written consent provided by SPARK Advisory Partners as referred to in paragraph 15 above.

Enquiries:

Apart from the responsibilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, SPARK Advisory Partners Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer. SPARK Advisory Partners Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to DCI and no one else in connection with the Offer and will not be responsible to anyone other than DCI for providing the protections afforded to clients of SPARK AdvisoryPartners Limited or for providing advice in relation to the Offer or any other matters referred to in thisAnnouncement.

Further information

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of DUPD Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

DUPD Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer if to do so would constitute a violation of the laws in that jurisdiction. Accordingly, unless otherwise determined by DCI or required by the Code and permitted by applicable law and regulation, copies of this Announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the DUPD Group and certain plans and objectives of the boards of directors of DUPD and DCI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Management Team and DCI in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Forward-looking statements also include statements about DCI's beliefs and expectations related to the Offer being declared wholly unconditional, benefits that would be afforded to customers, and benefits to DCI that are expected to be obtained as a result of the Offer being declared wholly unconditional. There can be no assurance that the Offer will be declared wholly unconditional. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DUPD or DCI except where expressly stated.

All subsequent oral or written forward-looking statements attributable to DCI or DUPD or any of their respective members, directors, officers or employees or any persons acting on their behalf are qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to DCI on the date hereof and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code, DCI does not intend, or undertake any obligation, to update any information contained in this Announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, DCI is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of DCI under Rule 8 of the Code.

Publication of this Announcement

A copy of this Announcement (together with any document incorporated by reference) will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the Dragon Capital Group website at https://rule9offerdci.dragon-capital.com by no later than 12 noon on 9 June 2017 until the end of the Offer Period. For the avoidance of doubt, the contents of the DCI website are not incorporated into and do not form part of this Announcement unless otherwise stated herein. You may request a hard copy of this Announcement, and all future documents, announcements and information in relation to the Offer, by writing to Donald Stewart, Kepstorn Solicitors, 7 St James Terrace, Lochwinnoch Road, Kilmacolm PA13 4HB or by calling, between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on +44 (0) 7786 575 372. Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person.

Information relating to DUPD Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by DUPD Shareholders, persons with information rights and other relevant persons for the receipt of communications from DUPD may be provided to DCI during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.

Time

In this Announcement references to time are to London time.

APPENDIX I

Part A: Conditions of the Offer

The Offer is subject to the following Condition:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as DCI may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of DUPD Shares which, when aggregated with the DUPD Shares held by the DCI and any person acting in concert with DCI at the date of the Offer and any DUPD Shares acquired or agreed to be acquired by DCI or any person acting in concert with DCI on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of DUPD including for this purpose any such voting rights attaching to DUPD Shares which have been unconditionally allotted or issued before the Mandatory Offer becomes or is declared unconditional (whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise)

Certain further terms of the Offer:

(b) The DUPD Shares will be acquired under the Offer with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after 31 May 2017.

(c) The Offer is and will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. The Offer does and will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the Panel, the AIM Rules and the Code.

(d) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(e) The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

Part B: Certain Further Terms of the Offer

Except where the context otherwise requires, references in this Part B of this Appendix I and in the Form of Acceptance (i) to the "Offer" shall mean the Offer and shall include any revision or extension thereof and (ii) to the Offer "becoming unconditional" shall include references to the Offer becoming or being declared unconditional and shall be construed as references to the Offer becoming or being declared unconditional as to acceptances whether or not any other condition of the Offer remains to be fulfilled. References to acceptance of the Offer shall include deemed acceptance of the Offer.

1. Acceptance period

(a) The Offer will initially remain open for acceptance until 1.00 p.m. on the first closing date. Although no revision is envisaged, if the Offer (in its original or previously revised form) is revised it will remain open for acceptance for a period of at least 14 days (or such other period as may be permitted by the Panel) from the date of posting of written notification of the revision to Shareholders. Except with the consent of the Panel, no such written notification of the revision of the Offer may be posted to Shareholders after 46 days after the posting of the Offer Document or, if later, the date which is 14 days before the last date on which the Offer can become unconditional.

(b) The Offer, whether revised or not, shall not (except with the consent of the Panel) be capable of becoming unconditional after midnight 60 days after the posting of the Offer Document (or on any earlier date beyond which DCI has stated (and not, where permitted, withdrawn such statement) that the Offer will not be extended), nor of being kept open after that time unless it has previously become unconditional. However, DCI reserves the right, with the permission of the Panel, to extend the Offer to later times and/or dates. Except with the consent of the Panel, DCI may not, for the purpose of determining whether the condition as to acceptances set out in paragraph (a) of Part A of this Appendix (the "acceptance condition") has been satisfied, take into account acceptances received or purchases of DUPD Shares in respect of which all relevant electronic instructions or documents are received by the Registrars after 1.00 p.m. on the 60th day after the posting of the Offer Document (or any earlier time or date beyond which DCI has stated that the Offer will not be extended and in respect of which it has not withdrawn that statement) or such later time and/or date as the case may be to which the Offer has been extended. If the Offer is extended beyond midnight on the 60th day after the posting of the Offer Document acceptances received and purchases made in respect of which relevant electronic instructions or documents have been received by the Registrars after 1.00 p.m. on the relevant date may (except where the Code otherwise permits) only be taken into account with the agreement of the Panel.

(c) If the Offer becomes unconditional, it will remain open for acceptance for not less than 14 days from the date on which it would otherwise have expired. If the Offer has become unconditional and it is stated by DCI that the Offer will remain open until further notice, then not less than 14 days' notice will be given to those holders of DUPD Shares who have not accepted the Offer prior to the closing of the Offer.

(d) If a competitive situation arises after DCI has given a "no extension" statement or a "no increase" statement (as referred to in the Code), DCI may (if it has specifically reserved the right to do so at the time such statement was made or otherwise with the consent of the Panel) choose not to be bound by or withdraw the terms of such statement and be free to extend or increase the Offer, provided that notice is given to that effect as soon as possible and in any event within four business days after the announcement of the competing offer and Shareholders are informed in writing thereof or, in the case of Shareholders with registered addresses outside the United Kingdom or whom DCI knows to be nominees holding DUPD Shares for such persons, by announcement in the United Kingdom at the earliest practicable opportunity. If DCI has given a "no increase" statement or a "no extension" statement, DCI may (if it has specifically reserved the right to do so at the time such statement was made or in such other circumstances as may be permitted by the Panel) choose not to be bound by the terms of such statement if it would otherwise prevent the posting of an increased or improved Offer which is recommended for acceptance by the Independent Directors.

(e) If a competitive situation arises and is continuing 60 days after the posting of the Offer Document, DCI will enable holders of DUPD Shares in uncertificated form who have not already validly accepted the Offer but who have previously accepted the competing offer to accept the Offer by a special form of acceptance to take effect 60 days after the posting of the Offer Document. It shall be a condition of such special form of acceptance being a valid acceptance of the Offer that (i) it is received by the Registrars on or before 60 days after the posting of the Offer Document, (ii) the relevant Shareholder shall have applied to withdraw his acceptance of the competing offer but that the DUPD Shares to which such withdrawal relates shall not have been released from escrow before the 60th day after the posting of the Offer Document by the escrow agent to the competing offer and (iii) the DUPD Shares to which the special form of acceptance relates are not transferred to escrow in accordance with the procedure for acceptance set out in the letter from DCI contained in the Offer Document on or before 60 days after the posting of the Offer Document, but an undertaking is given that they will be so transferred as soon as possible thereafter. Shareholders wishing to use such forms of acceptance should apply to the Registrars. The Registrars cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Notwithstanding the right to use such special form of acceptance, holders of DUPD Shares in uncertificated form may not use a form of acceptance (or any other purported acceptance form) for the purpose of accepting the Offer in respect of such shares.

(f) For the purpose of determining at any particular time whether the acceptance condition has been satisfied, DCI shall not be bound (unless otherwise required by the Panel) to take into account any DUPD Shares which have been unconditionally allotted or issued before such time unless the Registrars has received written notice on behalf of DCI, from DUPD or its agents, at the address specified in paragraph 3(a) below of the relevant details of such allotment or issue before that time. Notification by telex or facsimile or other electronic transmission will not be sufficient notice for these purposes.

2. Announcements

(a) Without prejudice to paragraph 3 below, by 8.00 a.m. on the business day following the day on which the Offer is due to expire or becomes or is declared unconditional or is revised or extended (as the case may be) (or such later time or date as the Panel may agree) (the "relevant day"), DCI will make an appropriate announcement to a Regulatory Information Service (an "RIS") of the position. Such announcement will also state (unless otherwise permitted by the Panel):

(i) the total number of DUPD Shares and rights over DUPD Shares (as nearly as practicable) for which acceptances of the Offer have been received, specifying the extent to which acceptances have been received from persons acting in concert with DCI or in respect of shares which are the subject of an irrevocable commitment or letter of intent procured by DCI or its associates;

(ii) details of any relevant securities (as defined by the Code) of DUPD in which DCI or any person acting in concert with it has an interest or in respect of which any such person has a right to subscribe in each case specifying the nature of the interests and rights concerned. Similar details of any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, will also be stated;

(iii) details of any relevant securities of DUPD in respect of which DCI or any of its associates has an outstanding irrevocable commitment or letter of intent;

(iv) details of any relevant securities of DUPD which DCI or any person acting in concert with it has borrowed or lent, other than any borrowed shares which have been on-lent or sold; and

(v) the total number of shares which DCI may count towards satisfaction of the acceptance condition,

and will specify in each case the percentage of each class of relevant securities of DUPD represented by these figures.

Any decision to extend the date and/or time by which the acceptance condition has to be fulfilled may be made at any time up to, and will be announced not later than, 8.00 a.m. on the relevant day (or such later time and/or date as the Panel may agree) and the announcement will state the next expiry time and date (unless the Offer is then unconditional, in which case the announcement may state that the Offer will remain open until further notice). In computing the number of shares which DCI may count towards satisfaction of the acceptance condition, there may, at the discretion of DCI, be included or excluded for announcement purposes acceptances and purchases which are not complete in all respects or are subject to verification provided that such acceptances or purchases of DUPD Shares may only be included if they could be counted towards fulfilling the acceptance condition in accordance with paragraph 6(j) below and the provisions of the Code.

(b) References in this Appendix to the making of an announcement or giving of notice by DCI include the release of an announcement by public relations consultants or by SPARK Advisory Partners, in each case on behalf of DCI, and the delivery by hand, telephone, telex or facsimile transmission or other electronic transmission of an announcement to a RIS. An announcement made otherwise than to a RIS will be notified simultaneously to a RIS (unless the Panel otherwise agrees).

(c) Without limiting the manner in which DCI may choose to make any public statement and subject to DCI's obligations under applicable law, including the Code, DCI will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making release to a RIS.

3. Rights of withdrawal

(a) If DCI, having announced the Offer to be unconditional, fails to comply by 3.30 p.m. on the relevant day (as defined in paragraph 2 of this Part B) (or such later time(s) and/or date(s) as the Panel may agree) with any of the other requirements specified in paragraph 2(a) above, an accepting certificated Shareholder may (unless the Panel otherwise agrees) immediately thereafter withdraw his acceptance by written notice (as defined in paragraph 3(d) below) given by post or by hand (during normal business hours only) to the Registrars on behalf of DCI. Alternatively, in the case of DUPD Shares in uncertificated form, withdrawals can be effected in the manner set out in paragraph 3(e) below. Subject to paragraph 1(b) above, this right of withdrawal may be terminated not less than eight days after the relevant day by DCI confirming, if that is the case, that the Offer is still unconditional and complying with the other requirements specified in paragraph 2(a) above. If any such confirmation is given, the first period of 14 days referred to in paragraph 1(c) above will run from the date of such confirmation and compliance.

(b) If by 1.00 p.m. on the 42nd day after the posting of the Offer Document (or such later time(s) and/or date(s) as the Panel may agree) the Offer has not become unconditional, an accepting Shareholder may withdraw his acceptance at any time thereafter at the address and in the manner referred to in paragraph 3(a) above (or, in the case of DUPD Shares in uncertificated form, in the manner set out in paragraph 3(e) below) before the earlier of:

(i) the time that the Offer becomes unconditional; and

(ii) the final time for lodgement of acceptances which can be taken into account in accordance with paragraph 1(b) above.

If the Panel determines that DUPD is not permitted to invoke, or cause or permit DCI to invoke, a condition to the Offer, it may instead determine that Shareholders shall be entitled to withdraw their acceptances on such terms and by such time as the Panel may determine and notwithstanding that the Offer has become unconditional as to acceptances. The Panel may also determine that the timetable applicable to the Offer shall be varied in such manner as it may determine. Exercise of such withdrawal rights by accepting Shareholders could result in the Offer, if it has by then become unconditional as to acceptances, ceasing to be unconditional as to acceptances.

(c) If, after a competitive situation has arisen, DCI chooses not to be bound by a "no extension" statement or a "no increase" statement in accordance with paragraph 1(d) above, any DUPD Shareholder who accepts the Offer after the date of such statement may withdraw his acceptance thereafter at the address and in the manner referred to in paragraph 3(a) above (or, in the case of DUPD Shares held in uncertificated form, in the manner set out in paragraph 3(e) below) not later than the eighth day after the date of posting of written notice to that effect by DCI to the relevant DUPD Shareholders.

(d) Except as provided by this paragraph 3, acceptances of the Offer shall be irrevocable. In this paragraph 3 "written notice" (including any letter of appointment, direction or authority) means notice in writing bearing the original signature(s) of the relevant accepting DUPD Shareholder(s) or their agent(s) duly appointed in writing (evidence of whose appointment, in a form reasonably acceptable to DCI, is produced with the notice). Notification by telex or facsimile or other electronic transmissions or copies will not be sufficient. No notice which is postmarked in or otherwise appears to have been sent from any Restricted Jurisdiction will be treated as valid.

(e) In the case of DUPD Shares held in uncertificated form, if withdrawals are permitted pursuant to paragraphs 3(a), (b) or (c) above, an accepting Shareholder may withdraw his acceptance through CREST by sending (or, if a CREST sponsored member, procuring that his CREST sponsor sends) an ESA instruction to settle in CREST in relation to each Electronic Acceptance to be withdrawn. Each ESA instruction must, in order for it to be valid and settle, include the following details:

· the number of DUPD Shares to be withdrawn, together with their ISIN number;

· the member account ID of the accepting shareholder, together with his participant ID;

· the member account ID of the Escrow Agent included in the relevant Electronic Acceptance, relevant to the option elected for, together with the Escrow Agent's participant ID;

· the CREST transaction ID of the Electronic Acceptance to be withdrawn to be inserted in the shared note field;

· the intended settlement date for the withdrawal;

· the corporate action number for the Offer which is allocated by Euroclear UK & Ireland and can be found by viewing the relevant corporate action details in CREST; and

· input with standard delivery instruction priority of 80. Any such withdrawal will be conditional upon the Registrars verifying that the withdrawal request is validly made. Accordingly, the Registrars will, on behalf of DCI, reject or accept the withdrawal by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept (AEAN) message.

(f) Immediately (or within such longer period not exceeding 14 days, as the Panel may permit) upon an accepting shareholder validly withdrawing his acceptance:

(i) in respect of DUPD Shares held in certificated form the share certificate(s) and/or other document(s) of title will be returned by post (or such other method as may be approved by the Panel) at the risk of the Shareholder concerned, to the person or agent whose name and address is set out in the Form of Acceptance or, if no address is set out, to the first-named holder at his registered address; and

(ii) in respect of DUPD Shares held in uncertificated form the Registrars will give instructions to Euroclear UK & Ireland to transfer all DUPD Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Shareholder concerned.

(g) DUPD Shares in respect of which acceptances have been properly withdrawn in accordance with this paragraph 3 of this Part B may subsequently be re-assented to the Offer by following one of the procedures described in the Offer Document, at any time while the Offer remains open for acceptance.

(h) Any question as to the validity (including time of receipt) of any notice of withdrawal will be determined by DCI whose determination (save as the Panel otherwise determines) will be final and binding. None of DCI, DUPD, the Registrars or any other person will be under any duty to give notification of any defect in any notice of withdrawal or will incur any liability for failure to do so.

4. Revised Offer

(a) Although no revision of the Offer is envisaged, if the Offer (in its original or any previously revised form(s)) is revised (either in its terms or conditions or in the value or form of the consideration offered or otherwise) (which DCI reserves the right to do) and such revision represents on the date on which such revision is announced (on such basis as SPARK Advisory Partners may consider appropriate) an improvement (or no diminution) in the value of the consideration compared with that previously offered, the benefit of the revised Offer will (subject to paragraphs 4(b), 4(c) and 6 below) be made available to a Shareholder who has accepted the Offer (in its original or previously revised form(s)) and not previously withdrawn such acceptance (a "Previous Acceptor").

The acceptance by or on behalf of a Previous Acceptor of the Offer (in its original or any previously revised form(s)) shall, subject as provided below, be deemed an acceptance of the Offer as so revised and shall also constitute a separate appointment of DCI or SPARK Advisory Partners or any director of DCI as his attorney and agent to accept any such revised Offer on behalf of such Previous Acceptor and, if such revised Offer includes alternative forms of consideration, to make elections and/or accept such alternative forms of consideration in such proportions as such attorney and/or agent in his absolute discretion thinks fit and to execute on behalf of and in the name of such Previous Acceptor all such further documents (if any) as may be required to give effect to such acceptances and/or elections. In making any such acceptance or election, such attorney and/or agent shall take into account the nature of any previous acceptances and/or elections made by the Previous Acceptor and such other facts or matters as he may reasonably consider relevant.

(b) The deemed acceptances and/or elections referred to in paragraph 4(a) above shall not apply and the authorities conferred by paragraph 4(a) above shall not be exercised if, as a result thereof, a Previous Acceptor would (on such basis as SPARK Advisory Partners may advise DCI) receive less in aggregate consideration than he would have received as a result of his acceptance of the Offer in the form in which it was originally accepted by him or on his behalf unless the Previous Acceptor has previously otherwise agreed in writing. The authorities conferred by paragraph 4(a) of this Part B shall not be exercised in respect of any election available under the revised Offer save in accordance with this paragraph 4(b).

(c) The deemed acceptances and/or elections referred to in paragraph 4(a) above shall not apply and the authorities conferred by paragraph 4(a) above shall be ineffective to the extent that a Previous Acceptor (i) in respect of DUPD Shares in certificated form, shall lodge, within 14 days of the posting of the document pursuant to which the revision of the Offer referred to in paragraph 4(a) above is made available to the Shareholders (or such later date as DCI may determine), a form in which he validly elects to receive the consideration receivable by him under that revised Offer in some other manner than that set out in his original acceptance or (ii) in respect of DUPD Shares in uncertificated form, sends (or, if a CREST sponsored member, procures that his CREST sponsor sends) an ESA instruction to settle in CREST in relation to each Electronic Acceptance in respect of which an election is to be varied. Each ESA instruction must, in order for it to be valid and settle, include the following details:

· the number of DUPD Shares in respect of which the changed election is made, together with their ISIN number;

· the member account ID of the Previous Acceptor, together with his participant ID;

· the member account ID of the Escrow Agent included in the relevant Electronic Acceptance, relevant to the option elected for, together with the Escrow Agent's participant ID;

· the CREST transaction ID of the Electronic Acceptance in respect of which the election is to be changed;

· the intended settlement date for the changed election;

· the corporate action number for the Offer which is allocated by Euroclear UK & Ireland and can be found by viewing the relevant corporate action details in CREST;

· input with standard delivery instruction priority of 80;

and, in order that the desired change of election can be effected, must include:

· the member account ID of the Escrow Agent relevant to the new election.

Any such change of election will be conditional upon the Registrars verifying that the request is validly made. Accordingly, the Registrars will, on behalf of DCI, reject or accept the requested change of election by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept (AEAN) message.

(d) The authorities referred to in this paragraph 4 and any acceptance of a revised Offer and/or election pursuant thereto shall be irrevocable unless and until the Previous Acceptor becomes entitled to withdraw his acceptance under paragraph 3 above and duly and validly does so.

(e) DCI reserves the right to treat an executed Form of Acceptance or TTE Instruction relating to the Offer (in its original or any previously revised form(s)) which is received after the announcement or issue of the Offer in any revised form as a valid acceptance of the revised Offer and such acceptance shall constitute an authority in the terms of this paragraph 5 mutatis mutandis on behalf of the relevant Shareholder.

5. General

(a) If the Offer lapses for any reason, the Offer will cease to be capable of further acceptance and Shareholders who have accepted the Offer and DCI will cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

(b) All communications, notices, certificates, documents of title and remittances to be delivered by or to or sent to or from Shareholders or as otherwise directed will be delivered by or to or sent to or from them (or their designated agents) at their risk.

(c) The expression "Offer Period" when used in this document means the period commencing on the date of the Announcement until whichever of the following dates shall be the latest: (i) the first closing date, (ii) the date on which the Offer lapses and (iii) the date on which the Offer becomes wholly unconditional.

(d) All references in the Offer Document and in the Form of Acceptance to the first closing date shall (except in paragraphs 1(a) and 5(c) above and where the context otherwise requires) be deemed, if the expiry date of the Offer shall be extended, to refer to the expiry date of the Offer as so extended.

(e) Except with the consent of the Panel, settlement of the consideration to which any Shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which DCI may otherwise be, or claim to be, entitled as against such Shareholder and will be effected by the despatch of cheques or the crediting of CREST accounts:

(i) in the case of acceptances received, complete in all respects (including the relevant transfer to escrow or (as applicable) receipt of the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to DCI), by the date on which the Offer becomes or is declared unconditional, and will be effected by the dispatch of cheques or the crediting of CREST accounts within 14 calendar days of such date; or

(i) in the case of acceptances of the Offer received, complete in all respects, after the date on which the Offer becomes or is declared unconditional in all respects, but while it remains open for acceptance, within 14 calendar days of such receipt.

All cash payments (other than payments made by means of CREST) will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank. Unless otherwise determined by DCI, no consideration will be sent to any address in a Restricted Jurisdiction.

(f) The instructions, authorities and provisions contained in, or deemed to be incorporated in, the Form of Acceptance constitute part of the terms of the Offer. Words and expressions defined in this document have the same meanings when used in the Form of Acceptance unless the context otherwise requires.

(g) The Offer and all acceptances thereof and all elections thereunder or pursuant thereto and the Form of Acceptance, Electronic Acceptance and all contracts made pursuant thereto and action taken or made or deemed to be taken or made under any of the foregoing shall be governed by and construed in accordance with English law.

(h) Any omission to despatch this document, the Form of Acceptance or any notice required to be given under the terms of the Offer to, or any failure to receive the same by, any person to whom the Offer is made or should be made shall not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person. Subject to paragraph 6 below, the Offer extends to any such person and to all Shareholders to whom this document and the Form of Acceptance may not have been despatched or by whom such documents may not be received and such persons may collect the relevant documents from the Registrars.

(i) DCI and SPARK Advisory Partners reserve the right to treat acceptances of the Offer as valid if received by or on behalf of either of them at any place or places or in any manner determined by either of them otherwise than as stated in this document or in the Form of Acceptance. Neither DCI, nor any agent acting on behalf of DCI, shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of acceptances of the Offer or otherwise in connection therewith.

(j) Notwithstanding the right reserved by DCI to treat an acceptance of the Offer as valid even though (in the case of DUPD Shares held in certificated form) the relevant Form of Acceptance is not entirely in order or not accompanied by the relevant share certificate(s) and/or other document(s) of title, except with the consent of the Panel:

(i) an acceptance of the Offer will only be counted towards fulfilling the acceptance condition if the requirements of Note 4 and, if applicable, Note 6 of Rule 10 of the Code are satisfied in respect of it;

(ii) a purchase of DUPD Shares by DCI or its nominee(s) or a person acting in concert with DCI will only be counted towards fulfilling the acceptance condition if the requirements of Note 5 and, if applicable, Note 6 of Rule 10 of the Code are satisfied in respect of it; and

(iii) DUPD Shares which have been borrowed by DCI will not be counted towards fulfilling the acceptance condition.

Save as set out in paragraphs 1(e) and 3(c) above, the Offer may not be accepted otherwise than by means of a Form of Acceptance or TTE Instruction.

(k) Except with the consent of the Panel, the Offer will not become unconditional unless the Registrars have issued a certificate to DCI or SPARK Advisory Partners (or their respective agents) which states the number of DUPD Shares in respect of which acceptances have been received and the number (if any) of DUPD Shares otherwise acquired, whether before or during the Offer Period, which comply with paragraph 5(j) above.

(l) If the Offer does not become unconditional in all respects:

(i) in respect of DUPD Shares held in certificated form the share certificate(s) and/or other document(s) of title will be returned by post (or such other method as may be approved by the Panel) within 14 days of the Offer lapsing, at the risk of the Shareholder concerned, to the person or agent whose name and address is set out in the Form of Acceptance or, if no address is set out, to the first-named holder at his registered address; and

(ii) in respect of DUPD Shares held in uncertificated form the Registrars will, immediately after the lapsing of the Offer (or within such longer period as the Panel may permit, not exceeding 14 days after the lapsing of the Offer), give instructions to Euroclear UK & Ireland to transfer all DUPD Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Shareholders concerned.

(m) For the purposes of this document, the time of receipt of a TTE Instruction, an ESA instruction or an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.

(n) All powers of attorney and authorities on the terms conferred by or referred to in this Part B or in the Form(s) of Acceptance are given by way of security for the performance of the obligations of the Shareholder concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971, except in the circumstances where the donor of such power of attorney or authority validly withdraws his acceptance in accordance with paragraph 3 above.

(o) No acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/or other document(s) of title, or of any TTE instruction will be given by DCI or SPARK Advisory Partners Limited or any of their respective agents.

(p) Copies of the Offer Document, the Form of Acceptance and any related documents are or will be available for collection from the Registrars.

(q) In relation to any acceptance of the Offer in respect of a holding of DUPD Shares which are held in uncertificated form in CREST, DCI reserves the right to make such alterations, additions or modifications to the terms of the Offer as may be necessary or desirable to give effect to any acceptance of the Offer, whether in order to comply with the facilities or requirements of CREST or otherwise to confer on DCI or, as the case may be, the relevant Shareholder the benefits and entitlements provided for under the terms of the Offer, provided that such alterations, additions or modifications are consistent with the requirements of the Code or are otherwise made with the consent of the Panel.

6. Overseas Shareholders of DUPD

(a) The making of the Offer in, or to, certain persons who are citizens, residents or nationals of, jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant jurisdiction. Shareholders in that position should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any such person wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction or territory in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such shareholder will be responsible for any payment of any issue, transfer or other taxes or other requisite payments due in such jurisdiction by whomsoever payable, and DCI and SPARK Advisory Partners and any person acting on their behalf shall be entitled to be fully indemnified and held harmless by such shareholder for any such issue, transfer or other taxes as such person may be required to pay.

If you are an Overseas Shareholder and are in any doubt as to your position, you should consult your independent financial adviser in the relevant jurisdiction.

(b) In particular, the Offer is not being made, directly or indirectly, in a Restricted Jurisdiction, or by use of the mails of or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, any Restricted Jurisdiction. This includes, but is not limited to, the post, facsimile transmission, e-mail, telex, the internet and telephone. The Offer cannot be accepted by any such use, means or instrumentality or from within any Restricted Jurisdiction. Accordingly, copies of this document, with the Form of Acceptance and any related offering documents, are not being mailed or otherwise distributed or sent into any Restricted Jurisdiction, including to Shareholders with registered addresses in any Restricted Jurisdiction, or to persons whom DCI knows to be nominees, trustees or custodians holding DUPD Shares for such persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction, or use such mails or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer, and doing so will render invalid any related purported acceptance of the Offer. Persons wishing to accept the Offer must not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly related to the acceptance of the Offer.

Envelopes containing a Form of Acceptance must not be postmarked in any Restricted Jurisdiction, or otherwise despatched from any Restricted Jurisdiction, and all acceptors must provide addresses outside any Restricted Jurisdiction for the remittance of cash or the return of the Form of Acceptance, DUPD share certificate(s) and/or other document(s) of title.

(c) Notwithstanding the other provisions of this paragraph 6, DCI may at its sole discretion provide cash consideration to a person in or resident of any Restricted Jurisdiction if requested to do so by or on behalf of that person and if DCI and/or SPARK Advisory Partners is satisfied in that particular case that to do so will not constitute a breach of any securities or other relevant legislation of any Restricted Jurisdiction, as appropriate.

APPENDIX II

INTERESTS IN DUPD SHARES

As at the close of business on the 7 June 2017 (being the latest practicable date prior to the publication of this announcement):

1. the Wider Dragon Group held the following interests in relevant DUPD securities;

2. the interests of the DCI Directors and their respective immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant DUPD securities (excluding options which are disclosed in paragraph 3 below) were as follows:

3. no options have been granted to DUPD Directors:

Concert parties

In addition to DCI, and the DCI Directors, the persons who are, for the purposes of the Code, acting, or deemed to be acting, in concert with DCI are:

SPARK Advisory Partners has no interest in relevant DUPD securities.

APPENDIX III

SOURCES AND BASES

In this Announcement:

1. The value attributed to the issued share capital of DUPD is based upon the 109,361,515 DUPD Shares in issue on the 7 June 2017 (being the latest practicable date prior to the publication of this announcement).

2. Unless otherwise stated, the financial information concerning DUPD has been extracted from the audited annual report and accounts for DUPD for the year ended 31 December 2016.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires: