WTG.L Regulatory News (WTG)

Quindell Plc ("Quindell", the "Company" or the "Group")

Further re Director Share Purchases and Correction

On 5th November 2014, the Company announced that three directors of the Company, Robert Terry, Laurence Moorse, and Steve Scott ("the Purchasing Directors") had entered into agreements with Equities First Holdings LLC ("EFH") (the "Agreements" or "Agreement" as the case may be) (the "Announcement"). The Announcement stated that the Purchasing Directors had entered into the Agreements to facilitate the initial purchase, in aggregate, of 1,575,000 ordinary shares of 15 pence each in the Company ("Ordinary Shares"). It was announced on 7th November 2014, that a further purchase of 175,000 Ordinary Shares had been made by Bickleigh Ridge Limited, a company controlled by Steve Scott and his immediate family, such purchase also having been financed pursuant to an Agreement with EFH (the "Further Announcement").

Clarification

Whilst the Board of Quindell (the "Board") understands that the Announcement followed a format consistent with announcements made by other AIM companies where directors had entered into similar arrangements with EFH, the Board wishes to provide further disclosure and clarification in relation to the Agreements as referred to in the Announcement and Further Announcement. Terms defined in the Announcement have the same meanings in this one.

Under the Agreement, which is a sale and repurchase agreement intended to provide financing to the Purchasing Directors, the Purchasing Directors transferred the legal and beneficial interest in a number of shares to EFH (the "transferred shares") in return for the Purchasing Directors receiving a payment from EFH of a sum equal to 67 per cent of the three-day average market value per share less a financing arrangement fee of 3 per cent. (the "EFH Purchase Price"). Further details of the transfers made are set out in the table below. As the legal and beneficial holder of the transferred shares, EFH may take any action it deems appropriate in relation to the transferred shares and is under no obligation to hold or retain the transferred shares though it has undertaken not to vote them. In addition, EFH has represented and warranted to the Purchasing Directors that it will not borrow Ordinary Shares for short selling activities and that its broker/ dealer or depository institutions will not engage in any short selling activity with any shares transferred under the Agreement and held on account by them.

On the maturity date of the Agreement (two years from the payment of the EFH Purchase Price), the Purchasing Directors are contractually obliged and have informed the Company that they fully intend to, purchase the transferred shares or equivalent shares from EFH at a price equal to 69 per cent. of the three-day average market value per share applicable at the date of entering into the facility, less margin calls paid, and EFH is required to deliver the transferred shares or equivalent shares to each Purchasing Director on payment.

If, prior to the maturity date, the value of the transferred shares falls to 80 per cent. or less of the value at which they were transferred to EFH, being 67 per cent. of the three-day average market value at the time when the relevant transfer was made, the Purchasing Directors will be required to transfer further Ordinary Shares or provide cash to satisfy margin calls. In the event that any further Ordinary Shares are transferred to EFH pursuant to the Agreements, or any similar agreements are entered into, a further announcement will be made.

Correction of Rights

The table below is a restatement of certain information contained in the Announcement and has been expanded to incorporate a correction that reflects the timing of the transfer of Ordinary Shares to EFH, which the Purchasing Directors have been advised should be regarded as having occurred on 5 November 2014, when the facility monies were advanced. The Purchasing Directors remain interested in the transferred shares by reason of the repurchase obligation contained in the Agreements. Further announcements will be made on each occasion that Ordinary Shares are transferred under the Agreements.

Robert Terry, Chairman of Quindell said: "As previously stated and as demonstrated by the initial purchases made by the Purchasing Directors and the fact that the majority of the board has acquired shares recently, we believe the current market valuation of the Company is materially below its true value.

In entering into the sale and repurchase agreements to provide finance, each of us Purchasing Directors relied upon assurances from EFH that, notwithstanding EFH's legal rights, the custom and practice of EFH was that the shares transferred would not be disposed of outright, other than in a default event and will be held by their custodians throughout the term of the agreement, nor would they engage in short selling activity.

We have made this further announcement to ensure the market is aware of the actual number of shares transferred to date under the Agreements. Further announcements will be made when more shares are to be used to fund further purchases of Quindell shares in the future. For clarity, purchasing shares at the current valuation has been the motivation for entering into the Agreements. The Agreements are purely to provide funding for a two year term and I and Laurence intend to use the funds received under the Agreement to purchase Quindell shares and to cover any associated potential tax liabilities and margin calls relating to the Agreements, with Steve Scott intending to do the same and also cover certain other tax liabilities.

The Agreements would not have been entered into if the board did not remain confident of meeting full year market expectations and of the Company's longer term prospects."

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For further information, please visit www.quindell.com