PPG.L Regulatory News (PPG)

13 June 2011

IPSO Ventures plc

("IPSO" or the "Company")

Proposed Placing to raise £195,000 at 1 pence per share

Proposed Share Capital Reorganisation

Approval of waiver of Rule 9 of the City Code on Takeovers and Mergers

and

Notice of General Meeting

The Board of IPSO, the technology commercialisation business, is pleased to announce the conditional placing of 19,500,000 new IPSO shares (the "Placing Shares") at 1 pence per Placing Share (the "Placing Price") raising gross proceeds of £195,000 for the Company (the "Placing"). The Placing Shares have been conditionally placed with both existing shareholders and new investors. The net proceeds of the Placing will be used to provide the Company with additional working capital to support the operating costs of the Company and to fund the Company's development.

The Placing is conditional, inter alia, upon resolutions being passed at a general meeting of the Company to be held at Elizabeth House, 39 York Road, London, SE1 7NQ on 29 June 2011 at 10.00am (the "General Meeting"). One of the resolutions to be proposed at the General Meeting will be the approval of a waiver of Rule 9 of the City Code on Takeovers and Mergers arising as a result of the Placing. In addition since the Placing Price is less than the current nominal value of the Company's existing share capital a resolution will be proposed at the General Meeting to approve a sub-division of the Company's share capital.

A circular in relation to the Placing is expected to be posted to shareholders of IPSO today, together with a notice convening the General Meeting. A copy of the Circular will also shortly be made available on the Company's website, www.ipsoventures.com.

The purpose of the Circular is to provide background on and set out the reasons for the proposals contained in the Circular, to explain why the Directors consider the proposals to be in the best interests of the Company and its shareholders as a whole and to set out the resolutions to be considered at the General Meeting.

Set out below are edited extracts from the text of the letter from Simon Hunt (Executive Chairman of IPSO) which is included in the Circular.

For further information, please contact:

EDITED EXTRACTS FROM THE CIRCULAR

All defined terms used in this announcement shall have the meaning given to them in the Circular unless otherwise defined herein.

Introduction

On 13 June 2011, the Company announced proposals to raise £195,000 (before expenses) through the issue of 19,500,000 Placing Shares at an issue price of 1.0 pence per Placing Share. The Placing Shares have been conditionally placed with both existing shareholders and new investors. The Issue Price represents a discount of approximately 50 per cent. to the price of 2 pence per Existing Ordinary Share, being the mid-market price of the Company's Existing Ordinary Shares at the close of business on 10 June 2011. The new funding is required in order to provide the Company with additional working capital to support the operating costs of the Company and to fund the Company's development. The Placing is conditional upon, inter alia, the Resolutions being passed at the General Meeting.

The Proposals give rise to certain considerations under the Takeover Code. As a result of their participations in the July Fundraising, or their commercial and personal relationships, Craig Rochford (Executive Director of IPSO), Raffles Estates Inc., Nicholas Penn, John Kelly (Non-Executive Director of IPSO), David Jennings, Matthew Valentine, Roy Allen, Patrick Everard, Andrew Hobbs, Gary Pickford, Mark Ward, Kin-Chiu Tang and Claudio Buhler are deemed to be acting in concert under the Takeover Code in connection with the Proposals.

The members of the Concert Party are, as at the date of this Document, interested in approximately 17.6 per cent. of IPSO's existing share capital. Following the Placing the Concert Party will hold, in aggregate, 59.5 per cent. of the Enlarged Share Capital. Further details on the Concert Party and their respective individual interests in the Enlarged Share Capital of the Company on completion of the Placing are set out in Part II of this Document.

Such an increase in the Concert Party's percentage shareholding would, ordinarily, trigger a requirement under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the whole of the issued share capital of IPSO not already owned by the Concert Party, unless a waiver of this obligation is approved by the Panel and the Independent Shareholders voting on a poll on Resolution 1 contained in the Notice of General Meeting.

In addition, since the Placing Price is less than the current nominal value of the Company's share capital it is also necessary for Shareholders to approve a subdivision of the Company's share capital in order to reduce the nominal value of the Company's Existing Ordinary Shares to 0.1 pence per share.

This purpose of this Document is to: (i) provide you with the background to, and set out the reasons for, and details of, the Proposals; (ii) explain why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole; and (iii) seek Shareholder approval for the Proposals. This Document also contains the Rule 9 Independent Director's recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

If the Resolutions are not passed by Shareholders at the General Meeting, the Placing will not be able to proceed. In that event, the value inherent in the Company's existing investments may not be realised fully, or at all, and the Company would need to make alternative arrangements to meet its day to day working capital requirements. The Directors consider that such alternative arrangements are unlikely to be in the best interests of Shareholders and, in the event that the Company is unable to put in place such arrangements in the short term there is a risk that the Company will be forced into receivership or administration. In the event that the Resolutions are not passed by the Shareholders, any monies subscribed pursuant to the Placing will be returned to the Placees.

Background to and reasons for the Placing

At the time of its admission to AIM in March 2007, IPSO raised approximately £4.5 million (before costs) to enable it to progress its strategy of building a technology commercialisation business. Since that time the Company has fully utilised its cash resources and has created five businesses, invested in one and acquired one.

Progress towards realisation of these assets has been much slower than the Board initially expected. In July 2010 the Company raised a further £325,000 of funding from a new group of private investors to provide additional working capital. All the Concert Party members (with the exception of Claudio Buhler and Kin-Chiu Tang) participated in the July Fundraising. The cost base of the business has been considerably reduced and it was anticipated that the July Fundraising would provide sufficient interim funding to enable IPSO to achieve exits from certain of its investments. In the Company's interim results announced on 5 January 2011 the Directors said that the outlook for IPSO remained challenging but that the Directors were confident that the actions being taken by management to realise certain of the portfolio assets would provide sufficient funding to take the business forward. On 25 March 2011 IPSO announced that, whilst the Directors were still working to sell those assets, progress had been slower than the Board had anticipated. As a result the Board had decided, in parallel with possible asset sales, to look at other ways of raising additional finance which was likely to include an equity issue at a significant discount to the Company's then current share price.

The Directors maintain the belief that the ultimate realisation of the portfolio could deliver significant returns to the Company. In order to achieve this realisation in an orderly manner the Company needs to raise additional equity capital. This is being done at a significant discount to the Company's current share price in recognition of the difficult economic circumstances currently being experienced, the uncertain environment in which the Company operates and the current financial condition of the Company.

With effect from 30 April 2011, the service contracts between the Company and each of Nick Rodgers (Chief Executive) and Simon Hunt (Executive Chairman) were terminated by mutual consent. Both Nick Rodgers and Simon Hunt remain directors of IPSO and have indicated their intention to remain as directors of IPSO. Both Nick Rodgers and Simon Hunt are currently providing their services as directors of IPSO without remuneration. It is possible that the Company may, in the future, enter into consultancy agreements with Nick Rodgers and Simon Hunt, or with companies associated with them, for the provision of services to the Company on such standard commercial terms as may be agreed.

Current trading and prospects

The year ended 30 April 2011 has proved to be a very challenging year for IPSO and, despite considerable efforts from the Board, asset sales have proved very difficult to achieve. The Board has taken steps to further reduce the running costs of the business and the Board expect that the net proceeds from the Placing will provide the Company with sufficient funding for a minimum of 12 months following completion of the Proposals.

Without the net proceeds from the Placing the Board considers that, unless alternative arrangements can be put in place for the Company to meet its day-to-day working capital commitments it would have no alternative but to take steps to protect the interests of creditors, including appointing a receiver or administrator.

Share Capital Reorganisation

In order to permit the Placing Shares to be subscribed for at 1.0 pence, which is lower than the current nominal value of the Company's ordinary shares (i.e. 5 pence), the Company is proposing to sub-divide each issued Existing Ordinary Share into one New Share (i.e. an ordinary share of 0.1 pence) and one Deferred Share of 4.9 pence each and to divide each unissued Ordinary Share into 50 New Shares.

New share certificates will not be issued in respect of the Existing Ordinary Shares that have been sub-divided, and existing share certificates will continue to be valid following the Share Capital Reorganisation. Shareholders who hold their shares in the Company through CREST should note that the Company's ISIN number (GB00B1GDWB47) will continue to be valid.

The Deferred Shares will have no income or voting rights. The Deferred Shares will not be transferable and will be held by the secretary of the Company as trustee for the holders. The Deferred Shares effectively have no value. Share certificates will not be issued in respect of the Deferred Shares.

If you are in any doubt with regard to your current shareholding of Ordinary Shares or have any queries on the Share Capital Reorganisation then you should contact the Company's Registrars, Share Registrars Limited, on the following telephone number 01252 821 390 or from outside the UK on +44(0) 1252 821 390.

Details of the Placing and use proceeds

IPSO is proposing to raise approximately £155,000 (after expenses) pursuant to the Placing. The Placing Price represents a discount of approximately 50 per cent. to the closing middle market price of an Existing Ordinary Share of 2 pence on 10 June 2011, being the latest practicable date prior to the publication of this document.

The Directors consider that the Placing is in the best interests of the Company and its Shareholders as a whole. The Placing is not being made on a pre-emptive basis. The Directors have decided to effect the fundraising by way of the Placing rather than by offering all Shareholders the opportunity to acquire further shares in a pre-emptive issue (such as a rights issue). The Directors believe that the additional cost and delay incurred in connection with any such offer would not have been in the best interests of the Company. The Placing is not being underwritten.

The Placing is conditional upon, inter alia, the Resolutions being passed at the General Meeting and on Admission.

Application will be made to AIM for the Enlarged Share Capital (comprising the New Shares and the Placing Shares) to be admitted to trading on AIM. Subject to the Resolutions being passed at the General Meeting, it is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence at 8.00 a.m. on 30 June 2011.

The net proceeds of the Placing will be used principally for working capital to support the operating costs of the Company. The Company continues to provide modest support to two of its portfolio companies but no further investment is planned.

Related party transactions

As part of the Placing certain board members of IPSO are subscribing for Placing Shares as follows:

* 50,000 of the Ordinary Shares which Craig Rochford is beneficially interested in prior to the Placing are held by Arka Technologies Limited, a company 100% owned by Craig Rochford.

The subscriptions for Placing Shares by Nick Rodgers, Craig Rochford, John Kelly and Michael Baines are considered to be related party transactions under the AIM Rules. The Related Party Independent Director of the Company (being Simon Hunt) considers, having consulted with Allenby, the Company's nominated adviser, that the subscriptions for Placing Shares by the above board members are fair and reasonable insofar as the Company's shareholders are concerned.

Craig Rochford and John Kelly are also deemed to be members of the Concert Party. Further details on the Concert Party are set out in Part II of this Document.

The Takeover Code

The terms of the Placing and the issue of New Shares to the Concert Party give rise to certain considerations under the Takeover Code. Brief details on the Panel, the Takeover Code and the protections they afford are described below.

Rule 9 of the Takeover Code

The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeovers and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the United Kingdom and to certain categories of private companies. IPSO is such a public company and its shareholders are entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) 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 which is subject to the Takeover Code, is normally required by the Panel to make a general offer in cash to all other shareholders of that company to acquire the balance of the equity share capital of the company.

Rule 9 of the Takeover Code also provides, inter alia, that where any person, together with persons acting in concert with him, is interested in shares carrying not less than 30 per cent. but does not hold shares carrying more than 50 per cent. of that company's voting rights and such person, or any person acting in concert with him, acquires an interest in any additional shares, such person is normally required to make a general offer in cash to all other shareholders of that company to acquire the balance of the equity share capital of the company.

A general offer under Rule 9 must be made in cash and at the highest price paid within the 12 months prior to the announcement of the offer for the shares in the company by the person required to make the offer or any person acting in concert with him.

Under the Takeover Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of, or frustrate an offer for, a company to which the Takeover Code applies.

Control means an interest, or interests in shares carrying 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. The persons whose names appear in Part II of this document are deemed to be acting in concert in relation to IPSO for the purposes of the Takeover Code.

The Concert Party

The members of the Concert Party are deemed to be acting in concert with each other for the purposes of the Code. A table showing: (i) the respective interests of the members of the Concert Party in the existing share capital of IPSO as at the date of this Document; and (ii) the respective interests of the members of the Concert Party (and the Concert Party as a whole) in the Enlarged Share Capital on completion of the Proposals, is set out in Paragraph 3 of Part II of this Document.

As at 10 June 2011, being the last practicable date prior to the publication of this document, the Concert Party is interested in, in aggregate, 2,900,000 Ordinary Shares representing 17.6 per cent. of the existing issued share capital of IPSO.

If the Resolutions are passed at the General Meeting (including Resolution 1 in respect of the Waiver) the Concert Party will hold, in aggregate, 59.54 per cent. of the Enlarged Share Capital immediately following completion of the Proposals.

The increase in the combined interests in IPSO of the Concert Party as a result of the issue of the Placing Shares would, ordinarily, trigger a requirement for the Concert Party to make a general offer to all Shareholders pursuant to Rule 9 of the Takeover Code.

There may also be circumstances where the percentage increase in the interest of an individual member of the Concert Party (taken together with shares in which persons acting in concert with him are interested) as a result of the issue of the Placing Shares would trigger a requirement for that individual member of the Concert Party together with persons acting in concert with him to make a general offer to all Shareholders pursuant to Rule 9 of the Takeover Code. In certain circumstances (and with the consent of the Panel), that obligation under Rule 9 of the Takeover Code may not apply to the entire Concert Party.

However, the Panel has agreed, subject to the passing of Resolution 1 by the Independent Shareholders on a poll at the General Meeting, to waive any obligation to make a general offer that would otherwise arise as a result of the Proposals. The Independent Shareholders are the Shareholders other than the members of the Concert Party.

Shareholders should be aware that, following completion of the Proposals, the Concert Party will, in aggregate, hold New Shares carrying more than 50 per cent. of IPSO's issued share capital, and, (for so long as they continue to be treated as acting in concert) will be able to acquire interests in further New Shares without incurring any further obligation under Rule 9 to make a general offer.

However individual members of the Concert Party will not be able to increase their interests in shares to a number 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 the Company without Panel consent, nor will any individual member of the Concert Party together with persons acting in concert with him, who is interested in shares carrying not less than 30 per cent. but not more than 50 per cent. of the Company's voting rights, be able to acquire an interest in any additional shares without Panel consent.

Should members of the Concert Party, individually or collectively, come to be interested in shares carrying 30 per cent. or more of the Company's voting share capital but not hold shares carrying more than 50 per cent. of such voting rights then (for so long as they continue to be treated to be acting in concert) any subsequent increase in interest in shares by individual members or such persons collectively would be subject to the provisions of Rule 9.

The Panel Waiver will be invalidated if any member of the Concert Party acquires any interest in the Existing Ordinary Shares between the date of the Document and the General Meeting.

The Rule 9 Independent Director, being Simon Hunt, recommends that you vote in favour of the Resolutions necessary to approve and implement the Proposals as he intends to do in respect of his own beneficial holding of 1,511,765 Ordinary Shares, representing 9.2 per cent. of the existing issued share capital of IPSO.

Further details of the Concert Party and their respective interests in the ordinary share capital of the Company are set out in paragraph 3 of Part II of this document.

The July Fundraising

All the members of the Concert Party (except for Claudio Buhler and Kin-Chiu Tang) became shareholders in the Company on 27 July 2010 as part of the July Fundraising. The Placing was not in contemplation at the time of the July Fundraising. Those members of the Concert Party who subscribed for Ordinary Shares in the July Fundraising did so on the basis that the Company would not be required to undertake a further capital raising within a 12 month period.

The Panel has been consulted by Allenby on behalf of the Company in connection with the July Fundraising and the Panel has agreed that the July Fundraising will not be considered to be a disqualifying transaction for the purposes of paragraph 3 of Appendix 1 of the Takeover Code.

General Meeting

You will find set out at the end of this Document a notice convening the General Meeting to be held at the Company's offices at Elizabeth House, 39 York Road, London SE1 7NQ at 10.00 a.m. on 29 June 2011.

The Resolutions to be proposed at the GM are as follows:

1. an ordinary resolution to approve the waiver granted by the Panel of the obligation for the Concert Party to make a general offer under Rule 9 of the Takeover Code as a result of the allotment and issue by the Company of Placing Shares to the members of the Concert Party pursuant to the Placing;

2. a special resolution to give effect to the Share Capital Reorganisation and to amend the Company's Articles of Association to set out the rights of Deferred Shares;

3. an ordinary resolution to authorise the Directors, pursuant to section 551 of the Act, to issue the New Shares in relation to the Placing; and

4. a special resolution, pursuant to section 571 of the Act, to disapply the statutory pre-emption rights on the allotment of equity securities, pursuant to the authority contained in Resolution 3.

Recommendation

The Rule 9 Independent Director, having been so advised by Allenby, considers the Proposals to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In giving advice to the Rule 9 Independent Director, Allenby has taken into account the Rule 9 Independent Director's commercial assessments. Accordingly, the Rule 9 Independent Director unanimously recommends all Shareholders to vote in favour of the Resolutions at the General Meeting as he intends to do in respect of his own beneficial holding of 1,511,765 Ordinary Shares, representing 9.2 per cent. of the existing issued share capital of IPSO.

John Kelly, Craig Rochford, and Nick Rodgers have taken no part in the Board's decision to recommend Independent Shareholders to vote in favour of Resolution 1 and John Kelly and Craig Rochford (being members of the Concert Party) will abstain from voting on Resolution 1 in respect of their personal shareholdings.

Information concerning the concert party

All of the members of the Concert Party (with the exception of Claudio Buhler and Kin-Chiu Tang) became shareholders in the Company on 27 July 2010 as part of a cash subscription by the Company at 10p per Ordinary Share which raised £325,000 (a total of 3,250,000 Ordinary Shares were issued as part of the subscription). The names of the members of the Concert Party appear in the table set out in paragraph 3 of this Part II. One of the placees in the July Fundraising, Craig Rochford, was responsible for arranging the July Fundraising and was appointed as a non-executive director of the Company on 27 July 2010. He subsequently became an executive director of the Company on 18 October 2010. Another placee, John Kelly, was appointed as a non-executive director of the Company on 27 July 2010.

The Board has been informed that the individual members of the Concert Party are all personally known to Craig Rochford and they have co-invested, as certified sophisticated investors, in a number of other companies for which Craig Rochford has been involved in procuring funds (including companies where Craig Rochford is appointed to the board of directors).

Craig Rochford and John Kelly's only relationship with Simon Hunt, the Rule 9 Independent Director, is through their involvement with IPSO.

The individual members of the Concert Party have each made their own independent investment decisions when acquiring Ordinary Shares in IPSO.

Craig Rochford

Craig Rochford, aged 40, is Managing Director of Arka Technologies Limited as well as a non-executive director of a number of small unquoted technology companies (including The Invention Factory Limited and the Magnetic Connection Company Limited). Craig is currently working with a number of companies operating in technology distribution, product design and the renewable energy sectors. He was previously adviser to the board of Gresham House plc from 2003 to December 2008 on their technology investments. Craig has been a director of IPSO since 27 July 2010. Craig's business address is Foxcotte Manor, Foxcotte, Near Andover, Hampshire, SP10 4AB.

As at the date of this Document, Craig Rochford is beneficially interested in 250,000 Ordinary Shares in IPSO (representing 1.5% of the Company's issued share capital) and will become interested in 3,600,000 shares in IPSO (representing 10.0% of the Enlarged Share Capital) on completion of the Proposals.

Raffles Estates Inc.

Raffles Estates Inc. is a company incorporated in the British Virgin Islands whose registered office address is at Pasea Estate, Road Town, Tortola, British Virgin Islands. TS Direct Ltd, the sole director of the company, is part of the Kaiser Ritter Partner Group of which Kaiser Ritter Partner Trust Services Amstalt is a fully licensed and regulated Liechtenstein Trust Company.

Raffles Estates Inc. is owned by the Jacobson Charitable Trust (the "Trust"), registered under the laws of Liechtenstein. The Trust is a discretionary, irrevocable trust and there are no beneficiaries of the Trust. There is a discretionary class for the settlement of the Trust and Derek Jacobson is the nominated member for settlement of the discretionary class.

Derek Jacobson is the son of Michael Jacobson. Michael Jacobson founded ICS, a distribution company in 1984 and sold it to Hays plc in 1986. He is involved in numerous entrepreneurial ventures primarily in real estate and financial services. His directorships include Westminster Growth Capital Limited and his business address is The Cottage, Aldenham Grange, Grange Lane, Letchmore Heath, Herts WD25 8DX.

Michael Jacobson is a personal friend of Craig Rochford and Raffles Estates Inc. has co-invested with Craig Rochford in a number of small quoted and unquoted companies.

As at the date of this Document, Raffles Estates Inc. is interested in 800,000 Ordinary Shares in IPSO ( representing 4.9% of the Company's issued share capital) and will become interested in 1,300,000 shares in IPSO (representing 3.6% of the Enlarged Share Capital ) on completion of the Proposals.

Nicholas Penn

Nicholas Penn, aged 60, is a private investor and owner of Pennsport Shooting School, a shooting school based in Newbury. Nicholas is a director of Nick Penn Field Sports Limited and Keepers Investment Limited and his business address is Keepers Cottage, Curridge, Berkshire, RG18 9EF.

Nicholas Penn is a personal friend of Craig Rochford and has co-invested with Craig Rochford in a number of small quoted and unquoted companies.

As at the date of this Document, Nicholas Penn is interested in 200,000 Ordinary Shares in IPSO (representing 1.2% of the Company's issued share capital) and will become interested in 1,000,000 shares in IPSO (representing 2.8% of the Enlarged Share Capital) on completion of the Proposals.

John Kelly

John Kelly, aged 64, was previously Chief Executive Officer and a Director of Man Investments (USA) Corp., an SEC-registered investment adviser, and Man Investments Inc., an SEC registered broker-dealer, positions he held from February 2002 prior to his retirement in January 2008. As Chief Executive Officer, John was responsible for the day-to-day operations of both Man Investments (USA) Corp. and Man Investments Inc. John joined the Man Group in 1987 and pioneered the firm's hedge fund business in the Middle East as well as the expansion for the international regional network of the Man Group. John has been a director of IPSO since 10 July 2010.

John Kelly is a personal friend of Craig Rochford and has co-invested with Craig Rochford in a number of small quoted and unquoted companies.

As at the date of this Document, John Kelly is interested in 150,000 Ordinary Shares in IPSO (representing 0.9% of the Company's issued share capital) and will become interested in 2,650,000 shares in IPSO (representing 7.4% of the Enlarged Share Capital) on completion of the Proposals.

David Jennings

David Jennings, aged 62, is a private investor, retired chartered accountant and former director of ANZ Merchant Bank Ltd. David's business address is Afton Manor, Newport Road. Freshwater, Isle of Wight, P040 9TW.

David Jennings is a personal friend of Craig Rochford and has co-invested with Craig Rochford in a number of small quoted and unquoted companies.

As at the date of this Document, David Jennings is interested in 200,000 Ordinary Shares in IPSO (representing 1.2% of the Company's issued share capital) and will become interested in 1,000,000 shares in IPSO (representing 2.8% of the Enlarged Share Capital) on completion of the Proposals.

Matthew Valentine

Matthew Valentine, aged 41, is the owner and director of Extrade Traders Limited and operates as an independent financial futures and options specialist on the Eurex electronic exchange, one of the world's leading derivatives exchanges. Matthew has traded exchange-traded derivatives for 19 years. Extrade Traders Limited is cleared by Xconnect Trading Limited, an arrangement which has been in place since 2004. Matthew is also the founding director of CrowdBoo Limited, an early stage internet business based in the UK, and a shareholder in a number of other early stage, private companies. His business address is the office address of Xconnect Trading Limited, 10 Old Jewry, London, EC2R 8DN.

Matthew Valentine is a personal friend of Craig Rochford and has co-invested in a number of capital raisings in which Craig Rochford has been involved.

As at the date of this Document, Matthew Valentine is interested in 200,000 Ordinary Shares in IPSO (representing 1.2% of the Company's issued share capital) and will become interested in 4,600,000 shares in IPSO (representing 12.8% of the Company's Enlarged Share Capital) on completion of the Proposals.

Roy Allen

Roy Allen, aged 70, is a private investor and was formerly Managing Director of De La Rue. Roy spent 37 years in different roles at De La Rue prior to retiring in April 2001. De La Rue is one of the world's largest commercial security printer and papermaker involved in the production of over 150 national currencies and a wide range of security documents such as passports, authentication labels and fiscal stamps. Roy's business address is Beavers Brook, 2 The Hollow, Kingsclere, Newbury, RG20 5SW.

Roy Allen is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Roy Allen is interested in 100,000 Ordinary Shares in IPSO (representing 0.6% of the Company's issued share capital) and will become interested in 200,000 shares in IPSO (representing 0.6% of the Enlarged Share Capital) on completion of the Proposals.

Patrick Everard

Patrick Everard, aged 67, is a private investor, retired chartered accountant and tax adviser. Patrick was a partner with PriceWaterhouseCoopers until 2001 and established their legal department. He was also Secretary General of the European Court of Auditors between 1989 and 1994. Patrick's business address is Goddards Farm, Hatherdon, Andover, Hampshire, SP11 0HJ.

Patrick Everard is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Patrick Everard is interested in 100,000 Ordinary Shares in IPSO (representing 0.6% of the Company's issued share capital). Patrick is not participating in the Placing and will remain interested in 100,000 shares in IPSO (representing 0.3% of the Enlarged Share Capital) on completion of the Proposals.

Andrew Hobbs

Andrew Hobbs, aged 52, is a private investor and was the co-founder of The Gadget Shop in 1991. Andrew helped grow The Gadget Shop to 34 branches and turnover of £25.9 million by 2000 before leaving the business in 2002 at the time of a majority buy-out. Andrew is currently a director of Ridgedale Holdings Limited and his business address is Highmoor Park, Highmoor, Henley on Thames, Oxon, RG9 5DH.

Andrew Hobbs is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Andrew Hobbs is interested in 600,000 Ordinary Shares in IPSO (representing 3.6% of the Company's issued share capital) and will become interested in 5,600,000 shares in IPSO (representing 15.6% of the Enlarged Share Capital) on completion of the Proposals.

Gary Pickford

Gary Pickford, aged 50, is a private investor and is the founder and Managing Director of Chapel Forge Farriers, a therapeutic remedial horse shoeing farrier based in Berkshire. Gary's business address is Upper Lambourn, Berkshire, RG17 8QP.

Gary Pickford is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Gary Pickford is interested in 100,000 Ordinary Shares in IPSO (representing 0.6% of the Company's issued share capital) and will become interested in 400,000 shares in IPSO (representing 1.1% of the Enlarged Share Capital) on completion of the Proposals.

Mark Ward

Mark Ward, aged 49, is a private investor and IT entrepreneur. After a career in technical, sales and marketing management, including roles with HP, Xerox, DEC, SGI and Morse, Mark co-founded Chapter 26, a content management consultancy business. Chapter 26 was sold to IS Solutions plc in 2008 and Mark remains a divisional director and shareholder of IS Solutions plc. Mark's business address is The Old Village School, Appleshaw, Andover, SP11 9BH.

Mark Ward is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Mark Ward is interested in 200,000 Ordinary Shares in IPSO (representing 1.2% of the Company's issued share capital) and will become interested in 450,000 shares in IPSO (representing 1.3% of the Enlarged Share Capital) on completion of the Proposals.

Kin-Chiu Tang

Kin-Chiu Tang, aged 30, is a private investment manager and partner of Caldwell & Partners based in Zug, Switzerland. Prior to working with Caldwell & Partners, Kin-Chiu worked for Credit Suisse in Guernsey and has had more than six years experience within the financial industry. He is a British citizen and his current business address is Baarerstrasse 53, 6304 Zug, Switzerland.

Kin-Chiu Tan is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Kin-Chiu Tang has no beneficial interest in the Ordinary Shares of IPSO. He will become interested in 250,000 shares in IPSO (representing 0.7% of the Enlarged Share Capital) on completion of the Proposals.

Claudio Buhler

Claudio Buhler, aged 34, is a private investment manager and partner of Caldwell & Partners based in Zug, Switzerland. Prior to working with Caldwell & Partners he worked for several banks based in Switzerland and Liechtenstein within their investment management and private client departments including UBS, LGT Bank and VP Bank. He is a Swiss citizen and his current business address is Baarerstrasse 53, 6304 Zug, Switzerland.

Claudio Buhler is a personal friend of Craig Rochford and has co-invested in a number of small quoted and unquoted companies with Craig Rochford.

As at the date of this Document, Claudio Buhler has no beneficial interest in the Ordinary Shares of IPSO. He will become interested in 250,000 shares in IPSO (representing 0.7% of the Enlarged Share Capital) on completion of the Proposals.