Gooch & Housego Regulatory News (GHH)

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

All DEFINed terms in this announcement have the meaning GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY ON 16 DECEMBER 2010.

5 January 2011

GOOCH & HOUSEGO PLC

("Gooch & Housego" or the "Company")

Result of General Meeting

The Board of Gooch & Housego is pleased to announce that the Resolution proposed at the General Meeting held today at 11.00 a.m. in connection with the proposed Placing announced on 16 December 2010 was duly passed without amendment.

Notes:

The Placing remains conditional upon the Placing Agreement becoming unconditional in all respects and upon Admission.

It is expected that Admission will become effective on 6 January 2011 and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 6 January 2011.

The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 6 January 2011 and definitive share certificates for the New Ordinary Shares (in certificated form) are expected to be despatched to certificated shareholders by no later than 20 January 2011.

The New Ordinary Shares will be issued credited as fully paid and will, on issue, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after Admission.

On Admission, the Company's issued share capital will consist of 21,724,806 Ordinary Shares.

This announcement does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any shares or other securities in Gooch & Housego nor shall it nor any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. This announcement provides information about the Placing, but does not invite participation in the Placing. This announcement does not constitute, and the Company is not making, an offer to the public of transferable securities within the meaning of sections 85 and 102B of FSMA nor does it constitute an admission document drawn up in accordance with the AIM Rules for Companies. This announcement is therefore not an approved prospectus for the purposes of section 85 of FSMA, and has not been prepared in accordance with the prospectus rules of the FSA and as such neither its contents nor its issue have been approved by the FSA or by any authority which would be a competent authority for the purposes of any legislation that implements the EU Prospectus Directive.

The Placing Shares have not been, and will not be, registered under the United States Securities Act 1933 (as amended) or under the applicable securities laws of Canada, Japan, Australia or South Africa. Accordingly the Placing Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Japan, Australia or South Africa. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons who receive this announcement should inform themselves about and observe the laws governing those jurisdictions. Any failure to comply with any restrictions may constitute a breach of securities laws of any such jurisdictions.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting as nominated adviser, broker and underwriter to Gooch & Housego in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Investec Bank plc is acting exclusively for Gooch & Housego and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than Gooch & Housego for providing the protections afforded to clients of Investec Bank plc, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Investec Bank plc as Gooch & Housego's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to Gooch & Housego or to any Director, Shareholder or any other person, in respect of any decision to acquire or dispose of shares in the capital of Gooch & Housego in reliance on any part of this announcement, or otherwise.

No liability is accepted by Investec Bank plc nor does it make any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company and the Placing and accordingly Investec Bank plc disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement. Investec Bank plc has not authorised the contents, or any part, of this announcement. Investec Bank plc may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Ordinary Shares (including the Placing Shares) and/or related instruments for its own account for the purposes of hedging its underwriting exposure or otherwise. Except as required by applicable law or regulation, Investec Bank plc does not propose to make any public disclosure in relation to any such transactions.