SEPU.L Regulatory News (SEPU)

30 November 2016

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

This is an announcement falling under Rule 2.4 of the UK City Code on Takeovers and Mergers (the "Code"). It does not represent an announcement of a firm intention to make an offer under Rule 2.7 of the Code. Accordingly, there can be no certainty that an offer will be made.

Hytera Communications Corporation Limited

Possible offer for Sepura plc

The below statement (as translated from Mandarin language to English language) was made by Hytera Communications Corporation Limited ("Hytera" or the "Company") on the Shenzhen Stock Exchange (the "SZSE"), as required by applicable SZSE rules (the "SZSE Announcement"):

"Risks alert:

The shares of Hytera Communications Co., Ltd. (hereinafter referred to as "Hytera" or the "Company") (Stock abbreviation: Hytera, stock code: 002583) will resume trading from the opening of morning trading session on 1 December 2016.

Positive discussions are continuing between the Company and Sepura plc (hereinafter referred to as "Sepura") in respect of a possible offer for the entire issued and to be issued share capital of Sepura (hereinafter referred to as the "Matter"). If the Company finally makes a formal offer, it is expected to constitute a material contract. If the Matter makes further substantial progress, the Company will timely release relevant information.

According to the financial reports published by Sepura for the most recent full year and half-year for the year from 28 March 2015 to 1 April 2016 and for the period from 2 April 2016 to 30 September 2016, respectively, which are prepared in accordance with the International Financial Reporting Standards approved by the European Union, Sepura's net profit attributable to parent company for the most recent full year and half-year is EUR10.85 million (loss) (equivalent to approximately RMB79 million) and EUR61.95 million (loss) (equivalent to approximately RMB453 million), respectively.

Whether the Company will finally make a formal offer is subject to significant uncertainties.

If the Company finally makes a formal offer which is currently subject to significant uncertainties, the effectiveness and implementation of the Matter will be subject to the approvals by the board and shareholders of both parties as well as a range of regulatory approvals which involve significant uncertainties.

The Company reminds its investors that they should fully understand the stock market risks and the risks disclosed above and to enhance their risk awareness and conduct prudent decision-making and rational investment.

(I) Announcement of Sepura

On 30 November 2016 (London Time), Sepura issued an announcement entitled "Extension of PUSU Deadline" in relation to the Matter. A summary of the announcement is set out below:

1. On 4 November 2016 (London Time), Sepura announced that it was in preliminary talks with Hytera regarding a possible offer for the entire issued and to be issued share capital of Sepura. According to the relevant provisions of the UK City Code on Takeovers and Mergers (the "Code"), Hytera is required to either announce its firm intention (hereinafter referred to as "Firm Intention") to make a formal offer or to announce that it does not intend to make an offer, by 5 pm, 2 December 2016 (London Time).

2. Positive discussions are continuing between Sepura and Hytera in respect of the Matter but there can be no certainty that any formal offer will be forthcoming.

3. The Board of Sepura has requested that the UK Panel on Takeovers and Mergers extend the PUSU deadline. In light of the request, an extension has been granted by the UK Panel on Takeovers and Mergers in accordance with the Code such that Hytera is required to announce its Firm Intention by not later than 5 pm, 9 December 2016 (London Time).

4. A further announcement will be made by Sepura when appropriate. This announcement is being made with the prior approval of Hytera.

(II) Status update for the Matter

The Company confirms the matters disclosed in Sepura's announcement as stated above. As at the date of this announcement, the Company has engaged relevant professional parties for the preparation of the Matter and has commenced the relevant due diligence work. The Matter does not constitute a related party transaction. According to the information currently provided by Sepura and based on a preliminary assessment, the Matter will not constitute a significant asset restructuring under PRC laws, rules and regulations.

As at the date hereof, the Company has not yet decided to make any formal offer.

(III) Suspension of trading in the Company's shares

Due to the Company's preparation of the Matter, the Company applied to the Shenzhen Stock Exchange for a suspension of trading in the Company's shares (Stock abbreviation: Hytera, stock code: 002583) from the opening of trading on 21 November 2016. The Company issued an announcement entitled "Suspension from Trading Announcement in relation to a Planned Material Matter" (Announcement number: 2016-127) on 19 November 2016 and an announcement entitled "Update announcement on the Suspension from Trading Announcement in relation to a Planned Material Matter" (Announcement number: 2016-139) on 28 November 2016. Please refer to Securities Times, Shanghai Securities News, Securities Daily and http://www.cninfo.com.cn for further details of these announcements.

(IV) Resumption of trading

At the request of the Company, the Company's shares (Stock abbreviation: Hytera, stock code: 002583) will resume trading from the opening of morning trading session on 1 December 2016. If the Matter makes further substantial progress, the Company will timely observe its obligation of information disclosure and in strict compliance with the provisions and requirements of the relevant laws and regulations.

The Company solemnly reminds its investors to pay attention to the following: The media designated by the Company for information disclosure are Securities Times, Shanghai Securities News, Securities Daily and http://www.cninfo.com.cn. All the information of the Company disclosed in the above designated media shall prevail.

The Company will release information on a timely basis and in strict compliance with the relevant laws and regulations. Investors are reminded to invest rationally and beware of investment risks."

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Hytera's website (www.hytera.com) no later than 12 noon (London time) on 1 December 2016.

The content of Hytera's website referred to in this announcement is not incorporated into and does not form part of this announcement.