WTG.L Regulatory News (WTG)

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7 December 2011

RECOMMENDED SHARE OFFER

for

MOBILE DOCTORS GROUP PLC

by

QUINDELL PORTFOLIO PLC

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").

Quindell is today publishing and posting 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.

The Offer is initially open for acceptances until 3.00 p.m. on 28 December 2011. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and, for Mobile Doctors Shares held in certificated form, the Form of Acceptance.

Quindell has received irrevocable undertakings to accept (or procure acceptance of) the Offer in respect of an aggregate of 12,187,950 Mobile Doctors Shares, representing approximately 72.9 per cent. of the existing issued share capital of Mobile Doctors which, taken together with the 3,523,868 Mobile Doctors Shares in which Quindell is currently interested, represent approximately 94.0 per cent. of Mobile Doctors' existing issued share capital. These irrevocable undertakings all continue to be binding in the event of a higher competing offer being made for Mobile Doctors and will cease to be binding only if the Offer lapses or is withdrawn. The undertakings require the relevant Mobile Doctors Shareholders to accept the Offer in respect of the Mobile Doctors Shares in which they are interested within 3 business days of posting of the Offer Document.

The irrevocable undertakings represent 92.4 per cent. of the MDG Offer Shares and once they have been complied with Quindell will be in a position to exercise its rights in accordance with sections 974 to 991 of the Act to acquire compulsorily the remaining Mobile Doctors Shares in respect of which acceptances have not then been received on the same terms as the Offer.

The Offer Document will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.quindell.com/index.php/investor-relations/home and www.public.mobile-doctors.co.uk/?page_id=2055 by no later than 12.00 noon on 7 December 2011 and will be available during the course of the Offer. Hard copies of the Offer Document may be requested, free of charge, by contacting Mark Dillon, the Company Secretary of Mobile Doctors, on 0844 848 8800 or Edward Walker, the Company Secretary of Quindell, on 01329 830537.

Mobile Doctors Shareholders should carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Mobile Doctors Shareholders who hold their Mobile Doctors Shares in uncertificated form, that is in CREST, and who wish to accept the Offer should note that on page 21 of the Offer Document the ISIN for Mobile Doctors Shares has been printed incorrectly; it should read GB00B1XSS585. This is the number which should be used when entering their TTE instructions.

Unless otherwise defined in this announcement, capitalised words and phrases used in this Posting Announcement shall have the same meanings given to them in the Offer Document.

Enquiries:

For further information, please contact:

This Posting 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 being 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 Posting Announcement or any other matter or arrangement referred to in this Posting Announcement.

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

The distribution of this Posting Announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Posting 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 Posting 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 Posting 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 Posting 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 Posting 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 Posting 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 Posting 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 Posting Announcement. Neither Mobile Doctors nor Quindell nor their respective boards of directors assume any obligation to update or correct the information contained in this Posting Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this Posting Announcement are made as at the date of this Posting Announcement, unless some other time is specified in relation to them, and the provision of copies of this Posting 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 Posting 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 Posting 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 7 December 2011 and during the course of the Offer.

Responsibility

The Quindell Directors accept responsibility for the information contained in this Posting Announcement other than information relating to the Mobile Doctors Group, the Mobile Doctors Directors and their immediate families, related trusts and controlled companies. 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 Posting Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Mobile Doctors Directors accept responsibility for the information contained in this Posting Announcement relating to them and their immediate families, related trusts and controlled companies and the Mobile Doctors Group. To the best of the knowledge and belief of the Mobile Doctors Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Posting Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Independent Directors of Mobile Doctors accept responsibility for the recommendation and opinions of the Independent Directors relating to the Offer. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Posting Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.