WTG.L Regulatory News (WTG)

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12 December 2011

RECOMMENDED SHARE OFFER

for

MOBILE DOCTORS GROUP PLC

by

QUINDELL PORTFOLIO PLC

OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 2 December 2011, the board of directors of Quindell Portfolio Plc ("Quindell") and the Independent Directors of Mobile Doctors Group Plc ("Mobile Doctors") announced that they had reached agreement on the terms of a recommended all share offer to be made by Quindell for Mobile Doctors (the "Offer").

On 7 December 2011, Quindell published and posted to Mobile Doctors Shareholders the document containing the full terms and conditions of the Offer (the "Offer Document") together with the relevant Form of Acceptance in respect of Mobile Doctors Shares held in certificated form.

On 9 December 2011, Quindell announced that, as at 1.00 p.m. on 8 December 2011, it had received acceptances in respect of 12,187,950 MDG Offer Shares, representing approximately 92.4 per cent. of the MDG Offer Shares and approximately 72.9 per cent. of the existing issued share capital of Mobile Doctors and accordingly the Offer was declared unconditional as to acceptances.

Offer Wholly Unconditional

Quindell received confirmation from the London Stock Exchange on Friday, 9 December 2011 that Condition 2 as set out on page 25 of the Offer Documenthad been satisfied. Quindell confirms that all other Conditions of the Offer, as set out on pages 25 to 29 of the Offer Document have now been fulfilled or waived and, accordingly, the Offer has been declared wholly unconditional. Admission to AIM will occur, and trading commence, for the 71,092,308 New Quindell Shares allotted pursuant to the acceptances referred to above at 8.00am today, being Monday 12 December 2011.

The Offer will remain open for acceptance until 11 January 2012. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of Mobile Doctors Shares held in certificated form) the Form of Acceptance.

Proposed Cancellation of admission of Mobile Doctors Shares

Further to this announcement of the Offer being declared wholly unconditional, Quindell will seek cancellation of admission to trading on AIM of Mobile Doctors Shares ("Cancellation").

The last day of dealings in Mobile Doctors Shares will be 10 January 2012 and the effective date of Cancellation will be 11 January 2012.

Upon the Cancellation becoming effective, Seymour Pierce will cease to be nominated adviser to Mobile Doctors. Mobile Doctors will no longer be required to comply with the AIM Rules and Mobile Doctors will no longer be bound (or able) to announce, via a regulatory information service, material events, administrative changes or material transactions or to announce interim or final results.

Upon the Cancellationbecoming effective, Mobile Doctors' CREST facility will be cancelled and Mobile Doctors Shares held in uncertificated form prior to Cancellation will be converted into certificated form and Mobile Doctors Shareholders who hold such shares will be sent share certificates to their registered addresses by first class post (at their own risk).

Cancellation will significantly reduce the liquidity and marketability of any Mobile Doctors Shares which have not been acquired by Quindell under the Offer, there would no longer be a public trading facility for Mobile Doctors Shares and their value may be affected as a consequence.

If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the UK or, if not, from another appropriately authorised financial adviser.

LDC Quindell Shares and DS Quindell Shares

Under the terms of the Re-financing Agreement entered into by Quindell, LDC, Mobile Doctors and Mobile Doctors Solutions, LDC agreed, conditional upon the Offer becoming or being declared wholly unconditional, to subscribe for 44,545,600 Quindell Shares at 2.5 pence per share for an aggregate cash sum of £1,113,640.

Following the Offer becoming unconditional Quindell has issued the LDC Quindell Shares. In addition Quindell has issued the 4,000,000 DS Quindell Shares.

Quindell will today make application for the DS Quindell Shares and the LDC Quindell Shares, totalling in aggregate 48,545,600 new Quindell Shares, to be admitted to trading on AIM. Admission to AIM of the LDC Quindell Shares and the DS Quindell Shares is expected to occur on and trading to commence at 8.00 a.m. on 16 December 2011.

Following the issue of the New Quindell Shares, the LDC Quindell Shares and the DS Quindell Shares, Quindell now has 1,988,636,408 ordinary shares of 1p each in issue. This is the number which should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

The New Quindell Shares are subject to lock-in arrangements for 12 months from today's date and the LDC Quindell Shares are subject to lock-in arrangements for 6 months from today's date.

Capitalised terms used but not defined in this announcement shall have the respective meanings given to them in the Offer Document.

Enquiries:

For further information, please contact:

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is made by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. In deciding whether or not to accept the Offer, Mobile Doctors Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and, in respect of Mobile Doctors Shares held in certificated form, the Form of Acceptance.

Daniel Stewart, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Quindell and no one else in connection with the Offer and will not be responsible to anyone other than Quindell for providing the protections afforded to clients of Daniel Stewart nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to in this announcement.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Quindell in its sole discretion, the Offer is not being, and will not be, made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any such jurisdiction. Accordingly, unless otherwise determined by Quindell in its sole discretion, copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer documentation and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.

These written materials do not represent an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the "US Securities Act") or an exemption therefrom. The New Quindell Shares have not been, and will not be, registered under the US Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from any securities commission of any province of Canada and no prospectus has been, or will be, filed or registration made, under any securities law of Canada nor has a prospectus in relation to the New Quindell Shares been, nor will one be, lodged with or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New Quindell Shares to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the New Quindell Shares may not be offered, sold, resold or delivered, directly or indirectly, in, into or from a Restricted Jurisdiction, or to or for the account or benefit of any US person or resident of any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England. The Offer is subject to the AIM Rules and the City Code.

Forward-looking statements

This announcement and the information herein contains certain forward-looking statements with respect to the financial condition, results of operations and business of Quindell, Mobile Doctors and certain plans and objectives of the Mobile Doctors Board, the Independent Directors of Mobile Doctors and the Quindell Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Independent Directors of Mobile Doctors and the Quindell Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Forward-looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Many of these risks and uncertainties relate to factors that are beyond the ability of Quindell and Mobile Doctors to control or estimate precisely. Neither Quindell nor Mobile Doctors can give any assurance that such forward-looking statements will prove to have been correct. Should one or more of these risks or uncertainties materialise or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Neither Mobile Doctors nor Quindell nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the provision of copies of this announcement shall not give rise to any implication that there has been no change in the facts set out herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Quindell or Mobile Doctors or any member of the Quindell Group or the Mobile Doctors Group except where expressly stated.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 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 paper 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 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.

Information relating to Mobile Doctors Shareholders

Addresses, electronic addresses and certain information provided by Mobile Doctors Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mobile Doctors may be provided to Quindell during the offer period as requested under Section 4 of Appendix 4 of the Code.

Publication on the Quindell website and the Mobile Doctors website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Quindell's website at www.quindell.com and on Mobile Doctors' website at www.mobile-doctors.co.uk by no later than 12:00 noon on 12 December 2011 and during the course of the Offer.

Responsibility

The Quindell Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Quindell Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.