Worthington Grp Regulatory News (WRN)

26 November 2012

FOR IMMEDIATE RELEASE

Worthington Group Plc

Placing 

Total voting rights

Placing of 1,250,000 Ordinary Shares of 10p each in the Company (the "Placing Shares") at £0.10 per Placing Share (the "Placing Price") and £475,000 of Secured Convertible Loan Stock

Bonus Placing of 2 Five Year Warrants to subscribe for Ordinary Shares in the Company (the "Placing Warrants") at £0.05 for each Placing Share subscribed and for each £0.10 of Secured Convertible Loan Stock subscribed (subject to the Company's shareholders agreeing in General Meeting to a Capital Reorganisation)

Further to the announcement of 1st June 2012 regarding the placing of Ordinary Shares in the Company to the value of at least GBP125,000 to be issued at the par value of 10p per Ordinary Share we are pleased to announce a Placing of 1,250,000 new Ordinary Shares at 10p per share raising £125,000, before expenses.

In addition, investors in the Placing are subscribing for £475,000 of Secured Convertible Loan Stock ("SCLS").

For each new Ordinary Share and for every £0.10 of Secured Convertible Loan Stock subscribed the subscriber will receive 2 Five Year Warrants to subscribe for Ordinary Shares in the Company (the "Placing Warrants")

Application is being made for the admission of 1,062,631 new Ordinary Shares to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities. The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares and it is expected that the admission will become effective and that dealings in the new Ordinary Shares will commence on or around 4 December 2012. It is the intention of the Company to list the remaining new Ordinary Shares in due course in accordance with the Listing Rules. For the avoidance of doubt, the issue of the new Ordinary Shares is not conditional on this listing being effected.

No application is being made for the Warrants issuable in connection with the Placing to be submitted to trading.

Summarised details of the Placing

• Placing of 1,250,000 new ordinary shares to raise approximately £125,000 from investors at a price of 10 pence per ordinary share

• Placing of £475,000 of Secured Convertible Loan Stock to raise approximately £475,000 from investors

• Each participant in the Placing will receive 2 Five Year Warrants to subscribe for Ordinary Shares in the Company (the "Placing Warrants") for each new Ordinary Share and for every £0.10 of Secured Convertible Loan Stock subscribed at a price of 5p per Ordinary Share subject to shareholders approving a Capital Reorganisation

• The issue price of 10 pence per new Ordinary Share under the Placing represents a 25% premium to the price of 8 pence per share, being the mid-market closing price of the Company's Ordinary Shares on 20th November 2012

• The proceeds from the Placing will be used to part fund acquisitions and fund general business costs.

The Secured Convertible Loan Stock is secured by a first fixed and floating charge over all the assets and undertaking of the Company and gives the holder the right at any time within 7 years to convert each £1 of Loan Stock into 20 new Ordinary shares in the Company subject to the Company's shareholders agreeing in General Meeting within twelve months from the date of this Placing Letter to a Capital Reorganisation. In the event that shareholders do not agree, or the Company becomes insolvent, the SCLS shall become immediately due and payable by the Company. Loan Stock holders will then have the option to demand repayment or elect to convert each £1 of Loan Stock into 10 Ordinary shares in the Company. In the event that the Loan Stock holder elects to convert each £1 of Loan Stock into 10 new Ordinary shares then the Bonus Placing Warrants will then give the holder the right to subscribe for new Ordinary shares at 10p per share rather than 5p. The SCLS may only be converted and the Bonus Warrants exercised to the extent that following conversion or exercise the holder does not own more than 29.9% of the Company's issued voting capital

Douglas Ware, Chief Executive Officer of Worthington, said:

"We are encouraged by the prospects for the Company and believe that the new money raised by this Placing will substantially assist in the Company's development"

Total voting rights

Following the admission to trading of the 1,062,631 new Ordinary Shares, the number of Ordinary Shares in the Company with voting rights will consist of 12,869,645 Ordinary Shares with a nominal value of 10p each. The Company does not hold any Ordinary Shares in Treasury. Therefore the total number of Ordinary Shares in the Company with voting rights is 12,869,645 and this number should be used by shareholders in the Company 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 share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Doug Ware, Chief Executive

Website: www.worthingtongroupplc.co.uk

Enquiries:

Anne Aylesbury, PD Cosec Limited, Company Secretary, Worthington Group plc on 0208 940 0963

Roland Cornish, Beaumont Cornish Limited on 020 7628 3396

Fundraising Statistics

Market price per existing Ordinary Share 8 pencePremium to existing Ordinary Shares 25% per cent.Number of existing Ordinary Shares in issue 11,807,014Issue Price of each new Ordinary Share 10 penceNumber of Warrants to be issued in respect of the Placing up to 12,000,000Number of Placing Shares to be offered by the Company up to 1,250,000

Amount of Secured Convertible Loan Stock up to £475,000

Proceeds of the Placing (before expenses) £600,000Maximum Enlarged Share Capital following Admission of the Placing Shares 13,107,014

26 November 2012