Shearwater Regulatory News (SWG)

8 May 2017

SHEARWATER GROUP PLC

("Shearwater" or the "Company")

Result of Open Offer

Result of General Meeting

Admission to trading on AIM

Shearwater Group plc (AIM: SWG), announces that at the General Meeting of the Company held today, all resolutions put to shareholders were duly passed. Accordingly, the acquisition of SecurEnvoy Limited, the Placing and the Open Offer, details of which were announced on 20 April 2017 are expected to complete, conditional on Admission, on 9 May 2017.

The Open Offer closed for applications at 11.00 a.m. on 5 May 2017 and the Company announces that the Open Offer was oversubscribed with valid applications under the Open Offer received from Qualifying Shareholders in excess of the 25,488,108 Open Offer Shares being offered. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement, however applications under the Excess Application Facility will be scaled back in accordance with the terms of the Open Offer. Following the scale back, the total funds raised under the open offer is approximately £1.0 million (before expenses).

The total amount raised by investors in the Placing and Open Offer is approximately £9.0 million (before expenses) by way of:

· the Placing of 200,000,000 New Ordinary Shares at 4 pence per share raising £8 million (before expenses); and

· a further issue of 25,488,108 New Ordinary Shares at 4 pence per share to Qualifying Shareholders pursuant to the Open Offer raising approximately £1.0 million (before expenses)

Taken together, the Consideration Shares, Placing Shares and Open Offer Shares will result in the allotment of a total of 425,488,108 New Ordinary Shares.

Application for admission to trading on AIM of the 535,250,286 Existing Ordinary Shares and the 425,488,108 New Ordinary Shares being issued pursuant to the Acquisition, Placing and Open Offer has been made and Admission is expected to take place on 9 May 2017. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following these issues, its issued share capital will comprise 960,738,394 Ordinary Shares of 1 pence each. All of these Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 960,738,394 on Admission.

This announcement should be read in conjunction with the full text of the admission document posted to Shareholders on 20 April 2017 (the "Admission Document"), copies of which are available on the Company's website at www.theshearwatergroup.co.uk. Capitalised terms in this announcement have the same meaning as given in the Admission Document.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.