Sutton Harbour Holdings Regulatory News (SUH)

21 April 2016

Sutton Harbour Holdings plc (the "Company")

Pre-Close Announcement, Strategic Review and Commencement of Offer Period

Pre-Close Announcement

Sutton Harbour Holdings plc announces its pre-close trading update for the year ended 31 March 2016.

The Company expects full year trading results to be in line with management's expectations. The full year results will also incorporate non-cash valuation adjustments for the Company's assets as at 31 March 2016. The Company expects to make preliminary announcement of the results for the year ended 31 March 2016 in late June 2016.

The Company maintained its high letting occupancy of investment properties throughout the year and recorded another year of strong growth in car parking revenues. Following last year's record season, fish landings at Plymouth Fisheries have returned to normal levels. Lower fuel commodity prices and a new fuel buying strategy have resulted in better margins on fuel sold to commercial fishing boats and the marina operations at Sutton Harbour and King Point have together achieved revenues level with last year.

Towards the end of the year the Company completed and fully commissioned the new grant supported chill chain infrastructure project comprising an ice plant and two chiller rooms at Plymouth Fisheries. These new facilities permit handling of greater volumes and improved reliability of operations as well as improved energy efficiency.

Last month the Company reported that it renewed and extended bank facilities with Royal Bank of Scotland for a three year period commencing March 2016.

Strategic Review

The Board believes that the Company has significant future growth potential, given its profitable, well invested annuity trading activities underpinned by a strong existing asset base and significant potential for further development around the historic Sutton Harbour.

Even with its recent successful refinancing, the Company's potential remains constrained by its existing capital structure. As such, the Board has determined that it is appropriate to evaluate alternative opportunities to maximise value for the Company's shareholders and to build on Sutton Harbour's successes to date. Accordingly, Rothschild has been appointed to assist with a strategic review of options, which could include a sale of the Company.

The UK Takeover Panel (the "Panel") has agreed that any discussions with third parties may be conducted within the framework set out in Note 2 on Rule 2.6 of the Takeover Code (the "Code"). The Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in discussions with Sutton Harbour.

Parties with a potential interest in making an offer for Sutton Harbour should contact Rothschild. Any interested party will be required to enter into a non-disclosure agreement with the Company, before being permitted to participate in the process.

The Board reserves the right to alter any aspect of the process or to terminate it at any time. The Board also reserves the right to terminate discussions with any interested party or participant at any time. For further information, please contact:

Enquiries

A copy of this announcement will be available at www.suttonharbourholdings.co.uk.

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

N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Sutton Harbour Holdings plc and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sutton Harbour Holdings plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Takeover Code (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, 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.

Notes to Editors

Sutton Harbour Holdings plc (SUH) is an AIM listed company specialising in marine operations, waterfront regeneration and destination creation in Plymouth and South West England.

The Company operates Sutton Harbour Marina, King Point Marina and Plymouth Fisheries. Operational activities include mixed use lettings, car parking and support services to harbour users, property management and regeneration and asset enhancement.

Sutton Harbour Holdings plc is committed to being the leading marine and waterfront regeneration specialist in Southern England, and to positioning Sutton Harbour in Plymouth as a destination of national interest.