Sutton Harbour Holdings Regulatory News (SUH)

3 January 2018

Sutton Harbour Holdings plc("SHH" or the "Company")

Result of General Meeting and Share Subscription

Sutton Harbour Holdings plc (AIM: SUH) is pleased to announce that at the General Meeting of the Company held earlier today, the Resolutions set out in the Notice of General Meeting within Appendix II of the Partial Offer Document posted to SHH Shareholders on 7 December 2017, were duly passed by SHH Shareholders.

The Share Subscription, as set out in the Partial Offer Document, was conditional upon (i) the Partial Offer becoming or being declared wholly unconditional in accordance with its terms, and (ii) SHH Shareholders passing the resolutions necessary to grant the SHH Directors sufficient authorities to issue the Subscription Shares at the SHH General Meeting.

Both of these conditions have now been satisfied. Accordingly, pursuant to the Share Subscription and following the passing of the Resolutions, the Company will issue 9,322,034 new ordinary shares to FB Investors LLP.

Unless otherwise indicated, capitalised terms used in this announcement have the meanings given to them in the Partial Offer Document posted to SHH Shareholders on 7 December 2017.

Total Voting Rights

Application will be made to the London Stock Exchange for the admission of 9,322,034 new ordinary shares in the capital of the Company to trading on AIM, which is expected to become effective at 8:00 a.m. on 10 January 2018 ("Admission"). Following Admission, the Company's enlarged share capital will comprise 105,599,120 ordinary shares with voting rights. The Company does not hold any shares in treasury.

Therefore, following Admission the total number of ordinary shares in the capital of the Company with voting rights will be 105,599,120 and SHH Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure Guidance and Transparency Rules.

SHH Shares are admitted to trading on AIM under the ticker SUH. For more information, visit www.suttonharbourholdings.co.uk.

Enquiries:

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to SHH and no one else in connection with the Partial Offer and other matters described in this Announcement, and will not be responsible to anyone other than SHH for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Partial Offer, the contents of this Announcement or any other matter referred to herein. Rothschild has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to SHH in the form and context in which they appear.

Arden Partners plc ("Arden Partners"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser to SHH and no-one else in connection with the Partial Offer and other matters described in this Announcement, and will not be responsible to anyone other than SHH for providing the protections afforded to clients of Arden Partners or for providing advice in relation to the Partial Offer, the contents of this Announcement or any other matter referred to herein. Arden Partners has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.