Science Group Regulatory News (SAG)

31 July 2015

Science Group plc

("Science Group" or the "Company")

Treasury shares issued & Director Holdings

Science Group plc (AIM:SAG) announces that on 30 July 2015 the Company issued 2,574,000 treasury shares at an average price of 40.54 pence per share in settlement of the exercise of share options. At the time of settlement, the Company will receive cash of £1.0 million from this exercise.

Of this amount, 2,500,000 treasury shares were issued at a price of 40.0 pence per share in settlement of the exercise of share options by Martyn Ratcliffe, Chairman of Science Group. These share options were specifically approved by independent shareholders in relation to Mr Ratcliffe's 2010 investment. Mr Ratcliffe has held these options for over five years and has exercised them now in order to provide liquidity in the Company's shares to satisfy demand from independent institutional shareholders. The exercise used the cashless exercise mechanism approved by shareholders at the AGM in 2013, with 1,600,000 shares sold in the market to fund the option price and partially satisfy tax obligations arising from this option exercise. The remaining 900,000 shares have been retained by Mr Ratcliffe. As a result, Mr Ratcliffe's shareholding as a percentage of the total issued share capital remains similar to that prior to this option exercise and the net cash effect is that Mr Ratcliffe has made a further investment of approximately £100,000 in the Company.

The Takeover Panel has previously waived the obligations under Rule 9 of the City Code in respect of Mr Ratcliffe in connection with the exercise of these share options, subject to shareholder approval, which was given by shareholders at the 2012 AGM on 16 April 2012. The Takeover Panel has confirmed that it requires nothing further in respect of this option exercise and Mr Ratcliffe is not required to make an offer under Rule 9 of the Code.

Mr Ratcliffe retains no other share options in the Company.

Following this announcement, the following directors of Science Group plc have interests in the ordinary shares of the Company as follows:

The total number of ordinary shares in issue (excluding treasury shares) following this announcement is 40,793,948. Science Group plc holds 1,268,087 shares in treasury.

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