Hornby Regulatory News (HRN)

Hornby Plc

("Hornby" or "the Company")

25 April 2017

Publication of Circular

On 7 April 2017 the Board of Hornby received a notice pursuant to sections 168 and 303 of the Companies Act 2006 (the "Requisition Notice") requiring the Directors to convene a general meeting of the Company (the "Requisitioned General Meeting") to propose two ordinary resolutions to remove Roger Canham from office as a director of the Company with immediate effect and to appoint Ian Alexander Anton as a director of the Company with immediate effect (together the "Requisitioned Resolutions").

Hornby is today publishing a circular including a letter from David Adams, the Company's Senior Independent Non-Executive Director, along with the notice of the Requisitioned General Meeting to be held at the offices of the Company's solicitors, Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA on 16 May 2017 at 11.00 a.m., at which the Requisitioned Resolutions will be proposed.

The Directors unanimously consider that the Requisitioned Resolutions, as put forward by the requisitionists, are not in the best interests of the Company or its shareholders as a whole. Accordingly, the Directors unanimously recommend that its shareholders vote against both of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting for the following reasons:

· the strategy currently being pursued by the Board is well thought-out and is working;

· the current structure and composition of the Board is consistent with good corporate governance; and

· the Board has the support of a majority of its shareholders.

The Directors intend to vote against each of the Requisitioned Resolutions in respect of their own legal and beneficial holdings of Ordinary Shares amounting in aggregate to approximately 159,500 Ordinary Shares or 0.19 per cent. of the issued ordinary share capital of the Company (as at 24 April 2017, being the latest practicable date prior to the date of publication of this announcement).

Following receipt by the Company of the Requisition Notice, the Board sought the views of its major shareholders. Subsequently, the Board has received irrevocable undertakings to vote against each of the Requisitioned Resolutions from Phoenix Asset Management Partners Limited, Ruffer LLP (acting as agent on behalf of its clients) and Downing LLP in respect of, in aggregate, ordinary shares representing 45,637,248 ordinary shares and 53.96 per cent. of the issued ordinary share capital of the Company (as at 24 April 2017, being the latest practicable date prior to the date of publication of this announcement).

A full copy of the circular containing the notice of the Requisitioned Meeting will be available later today at www.hornby.plc.uk/aim-rule-26/

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