Eurocell Regulatory News (ECEL)

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which offers or sales would be prohibited by law.

Proposed placing of 15,000,000 ordinary shares in Eurocell PLC by H2 Equity Partners Fund IV

Cooperatief H2 Equity Partners Fund IV Holding W.A. ("H2") today announces its intention to sell 15 million ordinary shares ("Placing Shares") in Eurocell PLC ("Eurocell" or the "Company") to institutional investors (the "Placing"). The Placing Shares represent approximately 15% of Eurocell's entire issued share capital.

The Placing will be conducted by means of an accelerated bookbuild secondary placing to institutional investors. The books of the Placing will open with immediate effect. The final price at which the Placing Shares are to be sold will be agreed by Peel Hunt LLP ("Peel Hunt"), Canaccord Genuity Limited ("Canaccord Genuity") and H2 at the close of the bookbuild process, subject to a minimum price of 200 pence per Placing Share. The results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the books will be at the absolute discretion of Peel Hunt and Canaccord Genuity but the books will, in any event, be closed by 5pm on 15th September 2015. The Placing Shares are expected to be sold on a T+5 basis.

Post completion of the Placing, H2's remaining stake in Eurocell is expected to comprise approximately 22.1 million ordinary Eurocell shares, equivalent to approximately 22.1% of Eurocell's entire issued ordinary share capital. H2 remain firmly committed to Eurocell and have agreed to a further lock-in in respect of the balance of their ordinary shares in the Company, which will expire upon publication of the Company's audited results for the financial year ended 31 December 2015.

H2 has entered into a placing agreement with Peel Hunt and Canaccord Genuity under which Peel Hunt and Canaccord Genuity will act as joint bookrunners in relation to the Placing.

Enquiries:

Peel Hunt LLP +44 (0) 207 418 8900

Al Rae (ECM) +44 (0) 207 418 8914

Dan Webster (Corporate)

Canaccord Genuity Limited +44 (0) 207 523 8350

Piers Coombs (ECM)

Bruce Garrow (Corporate)

Chris Connors (Corporate)

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by H2 or by Peel Hunt or Canaccord Genuity or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this announcement nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offering of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering, Peel Hunt or Canaccord Genuity and any of their respective affiliates acting as an investor for its own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Neither Peel Hunt nor Canaccord Genuity intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Peel Hunt which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of H2 and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Peel Hunt will not regard any other person as its client in relation to the offering of the Placing Shares.

Canaccord Genuity which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of H2 and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Canaccord Genuity will not regard any other person as its client in relation to the offering of the Placing Shares.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or Canaccord Genuity or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Eurocell's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this announcement will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which offers or sales would be prohibited by law.