WTG.L Regulatory News (WTG)

RNS Release Embargoed until 7.01 am 2 April 2012

Quindell Portfolio Plc

Mandatory Cash Offer with Share Alternative

2 April 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Quindell Portfolio Plc ("Quindell")

Increased investment in Ai Claims Solutions PLC ("Ai Claims")

Mandatory Cash Offer with Share Alternative for Ai Claims

Summary

·; Quindell today increased its shareholding in Ai Claims from approximately 29.9 per cent. of Ai Claims' issued share capital to approximately 77.6 per cent. by the acquisition from five shareholders (and their respective related parties) of a total of 29,070,146 Ai Claims Shares, representing approximately 47.7 per cent. of Ai Claims' issued share capital.

·; Aggregate consideration for the acquisition of the 47.7 per cent. interest was cash of £3,074,753 (at 24 pence per Ai Claims Share) and 50,369,001 New Quindell Shares, of which 25,487,574 shares are subject to 12 month lock-in restrictions and 24,881,427 shares are subject to 12 month orderly market restrictions.

·; As a result of the Acquisition, Quindell is obliged to make a mandatory cash offer to acquire the entire issued (and to be issued) share capital of Ai Claims not already owned by the Quindell Group (the "Offer"), pursuant to Rule 9 of the Code.

·; For each Ai Claims Share sold under the Offer, Ai Claims Shareholders may elect to receive:

o 24.4 pence payable in cash (the "Cash Option"); or

o 3.2 New Quindell Shares, to be issued and held subject to the Lock-In Restrictions (the "Lock-In Option"); or

o 3 New Quindell Shares, to be issued and held subject to the Orderly Market Restrictions (the "Orderly Market Option"),

being the same as or, in the case of the Cash Option, higher than theconsideration offered under the Acquisition and, in the case of the Lock-in Option, equivalent to the terms on which Quindell has purchased Ai Claims Shares in the 12 months prior to the Announcement.

·; The Offer values the whole of Ai Claims' existing issued share capital at:

o approximately £14.9 million, on the basis of 24.4 pence per Ai Claims Share as under the Cash Option;

o approximately £14.9 million, on the basis of 7.625 pence per Quindell Share on 30 March 2012, being the latest practicable date prior to the release of the Announcement and assuming that each Ai Claims Share has a value of 3.2 New Quindell Shares as under the Lock-In Option;

o approximately £13.9 million, on the basis of 7.625 pence per Quindell Share on 30 March 2012, being the latest practicable date prior to the release of the Announcement, and assuming that each Ai Claims Share has a value of 3 New Quindell Shares as under the Orderly Market Option.

·; The Acquisition broadens the Quindell Group's overall proposition in insurance, legal services and associated medical reports, and accident management and provides further opportunities for Quindell and Ai Claims to continue to explore propositions to provide combined business offerings that will lower the cost of claims for the insurance industry.

·; Quindell has sufficient authority to issue the New Quindell Shares required to be issued pursuant to the Offer and accordingly does not require approval from Quindell Shareholders.

·; Quindell will despatch the Offer Document and Form of Acceptance to Ai Claims Shareholders (other than to certain overseas Ai Claims Shareholders) as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of the date of the Announcement.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer is unconditional and will be subject to the further terms set out in Appendix 1 and the terms to be set out in the Offer Document together with, for Ai Claims Shares held in certificated form, the Form of Acceptance when issued. Appendix 2 contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 contains details of the Lock-In Restrictions and the Orderly Market Restrictions. Appendix 4 contains definitions of certain terms used in this summary and the following announcement.

Ai Claims Shareholders should carefully read the Offer Document (together with, if they hold their Ai Claims Shares in certificated form, the Form of Acceptance), once despatched, in its entirety before making a decision with respect to the Offer.

For further information:

The 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, nor shall there be any sale, issue or transfer of the securities referred to in the Announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Ai Claims Shares in certificated form, the Form of Acceptance), which will contain the full terms of the Offer, including details of how the Offer may be accepted. Ai Claims Shareholders should carefully read the Offer Document (and, if they hold their Ai Claims Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Quindell and no-one else in relation to the Offer and will not be responsible to anyone other than Quindell for providing the protections afforded to the customers of Cenkos Securities plc or for providing advice in relation to the Offer or in relation to the contents of the Announcement or any transaction or arrangement referred to herein.

You may request a hard copy of the Announcement (and any information incorporated by reference in the Announcement) by contacting Cenkos Securities plc during business hours on 020 7397 8900 or by submitting a request in writing to Cenkos Securities plc at 6.7.8 Tokenhouse Yard, London EC2R 7AS. It is important that you note that unless you make such a request and save as otherwise required by Rule 2.12 of the City Code, a hard copy of the Announcement and any information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

The Offer shall be made solely by Quindell and neither Cenkos Securities plc nor any of its affiliates are making the Offer.

To the extent permitted by applicable law and, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Quindell or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Ai Claims Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Cenkos Securities plc and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document 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.

The availability of the Offer to Ai Claims Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by Quindell, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Ai Claims Shareholders will be contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of the 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, into or from any Restricted Jurisdiction and persons receiving the Announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, 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 the 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 of America, its territories and possessions, any State of the United States of America and the District of Columbia and all other areas subject to its jurisdiction("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.

The Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Quindell confirms that it has 2,571,169,923 ordinary shares of 1p each in issue and admitted to trading on the AIM market of the London Stock Exchange with the ISIN GB00B0R5TG60.

Forward-looking statements

The Announcement, including information included in the Announcement, contains "forward-looking statements" concerning Quindell and the Quindell Group and Ai Claims and the Ai Claims Group that are subject to risks and uncertainties. Information in the Announcement relating to Ai Claims has been compiled from published sources.

Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Quindell Group's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Quindell cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Announcement. Quindell does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Quindell Group, the Ai Claims Group or the Enlarged Group following completion of the Offer unless otherwise stated.

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Ai Claims 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) Ai Claims 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) 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 Ai Claims 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 Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Ai Claims or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Ai Claims 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) Ai Claims 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 p.m. (London time) 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 Ai Claims 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 Ai Claims and by any offeror and Dealing Disclosures must also be made by Ai Claims, 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 Ai Claims and any 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Quindell website

A copy of the Announcement will be available for inspection free of charge at www.quindell.com by no later than 12 noon on 2 April 2012.

Responsibility

The Quindell Directors accept responsibility for the information contained in the 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 the Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO

OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

2 April 2012

Quindell Portfolio Plc ("Quindell")

Increased investment in Ai Claims Solutions PLC ("Ai Claims")

Mandatory Cash Offer with Share Alternative for Ai Claims

1. Introduction

Quindell announces that it has today acquired 29,070,146 Ai Claims Shares, representing approximately 47.7 per cent. of Ai Claims' issued share capital, from the following shareholders (and their respective related parties):

Note 1: Including shares of the respective related parties of the Ai Claims Shareholders named in column (1)

Note 2: Quindell Shares issued subject to lock-in restrictions for 12 months from date of issue

Note 3: Quindell Shares issued subject to orderly market restrictions for 12 months from date of issue

In aggregate, the 29,070,146 Ai Claims Shares were acquired for cash of £3,074,753, 25,487,574 New Quindell Shares subject to 12 month lock-in restrictions and 24,881,427 New Quindell Shares subject to 12 month orderly market restrictions. The Acquisition was made with the consent of the Ai Claims Board conditional on the making of this Announcement.

Quindell has been a significant and supportive shareholder of Ai Claims since January 2012. The increased stake in Ai Claims is consistent with Quindell's ongoing strategy of investing in leading companies that broaden its overall proposition in insurance to cover the three major problem areas for the industry relating to the costs of claims being personal injury, credit hire and accidental damage. Quindell is pleased to have increased its investment in Ai Claims, which Quindell believes has a strong executive management team and is well-positioned for future growth.

Immediately prior to the Acquisition, Quindell was the holder of 18,222,412 Ai Claims Shares, representing approximately 29.9 per cent of Ai Claims' issued share capital. At the date of this Announcement and immediately following the Acquisition, Quindell is the holder of 47,292,558 Ai Claims Shares, representing approximately 77.6 per cent. of Ai Claims' issued share capital.

In accordance with the provisions of Rule 9 of the Code, Quindell also announces the terms of a cash offer with share alternative to be made for all of the issued and to be issued share capital of Ai Claims which is not already owned by the Quindell Group.

Given the size of Quindell's shareholding in Ai Claims following the Acquisition, the Offer will, when made, be unconditional.

2. The Offer

The Offer, which will be subject to the further terms set out in Appendix 1 and the terms to be set out in the Offer Document and (in the case of Ai Claims Shares held in certificated form) the Form of Acceptance, will be made on the following basis:

for each Ai Claims Share sold under the Offer, Ai Claims Shareholders may elect to receive, either

1. 24.4 pence payable in cash (the "Cash Option"); or

2. 3.2 New Quindell Shares, to be issued and held subject to the Lock-In Restrictions (the "Lock-In Option"); or

3. 3 New Quindell Shares, to be issued and held subject to the Orderly Market Restrictions (the "Orderly Market Option"),

being the same as or, in the case of the Cash Option, higher than the consideration offered under the Acquisition and, in the case of the Lock-in Option, equivalent to the terms on which Quindell has purchased Ai Claims Shares in the 12 months prior to this Announcement.

The Offer values the whole of the existing issued share capital of Ai Claims at:

§ approximately £14.9 million, on the basis of 24.4 pence per Ai Claims Share as under the Cash Option;

§ approximately £14.9 million, on the basis of 7.625 pence per Quindell Share on 30 March 2012, being the latest practicable date prior to the release of this Announcement and assuming that each Ai Claims Share has a value of 3.2 New Quindell Shares as under the Lock-In Option; and

§ approximately £13.9 million, on the basis of 7.625 pence per Quindell Share on 30 March 2012, being the latest practicable date prior to the release of this Announcement, and assuming that each Ai Claims Share has a value of 3 New Quindell Shares as under the Orderly Market Option.

The Offer Price under the Cash Option represents a premium of approximately 23.5 per cent. to the Closing Price of 19.75p per Ai Claims Share on 30 March 2012, the trading day immediately preceding the date of this Announcement.

The Ai Claims Offer Shares will be acquired by Quindell pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this Announcement.

Assuming acceptance of the Offer in full in respect of the 13,651,964 Ai Claims Offer Shares for which it is made and assuming that (a) all Ai Claims Shareholders elect to receive New Quindell Shares under the Lock-In Option and (b) none of the outstanding options under the Ai Claims Share Schemes are exercised, the New Quindell Shares to be issued pursuant to the Offer will represent approximately 1.6 per cent. of the Enlarged Issued Share Capital (based on the existing issued share capital of Quindell and the existing issued share capital of Ai Claims as at the date of this Announcement).

The New Quindell Shares will rank pari passu with the existing Quindell Shares in issue, including in respect of all dividends made, paid or declared from the time they are allotted.

The Offer Document and (in the case of Ai Claims Shareholders who hold their Ai Claims Shares in certificated form) the Form of Acceptance containing the full terms of the Offer will be posted to Ai Claims Shareholders (other than Ai Claims Shareholders in a Restricted Jurisdiction) in due course.

3. Information on Ai Claims

Ai Claims is one of the UK's leading outsourcers for the management of motor claims, providing end to end solutions that aim to deliver a market leading customer service, underpinned by its ethos to control claims cost inflation.

For the year ended 30 June 2011, Ai Claims had revenues of approximately £117.6 million and net profits of approximately £2.7 million. Ai Claims reported average monthly employees of 471 in the year ended 30 June 2011.

4. Information on Quindell

Quindell, the brand extension company, helps its clients and partners to utilise their brands, enabling them to achieve greater sales, extend their brand into new product offerings and take advantage of alternative routes to market including white labelling, franchising and using broker and agency channels. Quindell also provides clients with its cloud based technology to deliver the necessary framework to support the online, office and field based sales and service expectations of both its clients and their customers in an efficient and cost effective manner.

In addition to seeking to extend customer spend on clients' brands, Quindell's solutions are focused on generating improvements in efficiency and effectiveness for all of its clients, targeting cost savings of over 20 per cent. above industry norms.

The Quindell Group's consultancy arm drives the business transformation of its clients, and is supported by its leading edge technology, technology enabled outsourcing, membership schemes, social media and e-commerce with 'out of the box' implementations.

The Quindell Group works with over 2,000 brands from SMEs to blue-chips around the globe, with solutions applying to the following Sectors & related Supply Chains:

·; Telecoms, Utilities, Retail & E-commerce

·; Finance, Insurance, Health & Legal

·; Government & Public Sector

Quindell joined AIM through the reverse takeover of Mission Capital plc. Mission Capital plc (as it was then called) was readmitted to AIM on 17 May 2011 following its acquisition of the whole of the issued share capital of Quindell Limited. On 18 July 2011, Mission Capital plc was renamed Quindell Portfolio Plc.

Quindell's audited consolidated accounts for the two financial years ended 30 September 2010, as well as its most recent preliminary results for the 15 months ended 31 December 2011 can be found on its website, www.quindell.com.

Quindell has an aggressive growth strategy based on both the internal organic development of its existing businesses and further acquisitions to increase the range of products and access to customers. Such acquisitions may be funded by the issue of Quindell Shares and, in addition, Quindell may look to raise new capital to support its growth plans. Pursuant to special resolutions passed on 14 July 2011, the Quindell Board has authority to issue up to a further 3,370,961,076 new Quindell Shares, representing 128 per cent. of Quindell's current issued share capital.

During February 2012, Quindell undertook an institutional share placing raising approximately £30 million of cash net of fees. Approximately £10 million of this is earmarked for the Group's proposed acquisition of the legal services firm, Silverbeck Rymer. Following this fund raising, the Quindell Group has available to it considerable financial resources and an extremely robust balance sheet.

The consolidated assets and liabilities of the Enlarged Group would comprise the assets and liabilities of the two groups as at the date of the Proposed Acquisition save for the cash element of the consideration of the Proposed Acquisition. The extent and amount of any fair value adjustments required post Proposed Acquisition is not yet known.

It is anticipated that the consolidated revenues and earnings of the Enlarged Group will be enhanced by potential cross selling opportunities.

5. Financing of the Offer

Cenkos Securities plc, financial adviser to Quindell, is satisfied that sufficient resources are available to Quindell to satisfy the cash consideration payable to Ai Claims Shareholders under the Cash Option in the event of the Cash Option element of the Offer being taken up in full.

6. Disclosure of interests in Ai Claims and confirmation of Opening Position Disclosure

Immediately prior to the Acquisition, Quindell was interested in 18,222,412 Ai Claims Shares, representing approximately 29.9 per cent of Ai Claims' issued share capital. At the date of this Announcement and immediately following the Acquisition, Quindell is beneficially interested in 47,292,558 Ai Claims Shares, representing approximately 77.6 per cent. of Ai Claims' issued share capital.

Save for the interests disclosed above, neither Quindell nor Quindell's directors, nor, so far as Quindell is aware, any party acting in concert with Quindell for the purposes of the Offer:

(i) has any interest in or right to subscribe for any relevant securities of Ai Claims;

(ii) has any short position in respect of relevant securities of Ai Claims (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery; or

(iii) has borrowed or lent any relevant securities of Ai Claims (save for any borrowed relevant securities of Ai Claims which have been either on-lent or sold).

Neither Quindell, any of Quindell's directors, nor, so far as Quindell is aware, any person acting in concert with Quindell for the purposes of the Offer has procured any irrevocable undertaking or letter of intent in respect of any relevant securities of Ai Claims. There are no arrangements of the kind referred to in Note 11 on the definition of acting in concert in the Code which exist between Quindell or any of Quindell's directors (or, so far as Quindell is aware, any person acting in concert with Quindell for the purposes of the Offer) and any other person in relation to any relevant securities of Ai Claims.

Quindell confirms that it is on the date of this Announcement making an Opening Position Disclosure (as defined in the Code), which discloses the details required to be disclosed by it under Rule 8.1(a) of the Code. In the time available, it has not been practicable to make enquiries of all persons who may be deemed to be acting in concert with Quindell in order to include any relevant details in respect of such persons in the Opening Position Disclosure and accordingly a further Opening Position Disclosure containing all relevant details will, if appropriate, be made as soon as possible hereafter.

7. Overseas Ai Claims Shareholders

The availability of the Offer or the distribution of this Announcement to Ai Claims Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions in which they are located. Ai Claims Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.

Ai Claims Shareholders are advised to read carefully the Offer Document (together with, if they hold their Ai Claims Shares in certificated form, the Form of Acceptance) once it has been despatched, which will contain further details in relation to overseas Ai Claims Shareholders.

8. Lock-In Restrictions

New Quindell Shares issued to an Ai Claims Shareholder who accepts the Offer under the Lock-In Option will be subject to the Lock-In Restrictions.

Under the terms of the Lock-in Restrictions, the Ai Claims Shareholder agrees that, subject to certain exceptions, during the period of 12 months commencing on the date of allotment and issue of the New Quindell Shares he will not dispose of, or agree to dispose of, any of the New Quindell Shares or any interest in such shares without the prior written consent of the Quindell Board and, for so long as it remains Quindell's nominated adviser, Cenkos Securities plc.

Further details of the Lock-In Restrictions are set out in Part A of Appendix 3 of this Announcement.

9. Orderly Market Restrictions

New Quindell Shares allotted to an Ai Claims Shareholder who accepts the Offer under the Orderly Market Option will be subject to the Orderly Market Restrictions.

Under the terms of the Orderly Market Restrictions, the Ai Claims Shareholder agrees that, subject to certain exceptions, during the period of 12 months commencing on the date of allotment and issue of the New Quindell Shares he will not dispose of, or agree to dispose of, any of the New Quindell Shares or any interest in such shares otherwise than through Quindell's broker from time to time (being Cenkos Securities plc at the date of this Announcement).

Further details of the Orderly Market Restrictions are set out in Part B of Appendix 3 of this Announcement.

10. General

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial Services Authority.

The Offer Document and (in the case of Ai Claims Shares held in certificated form) the Form of Acceptance will be posted to Ai Claims Shareholders (other than Ai Claims Shareholders in any Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this Announcement, except with the consent of the Panel.

Fractions of New Quindell Shares will not be allotted to holders of Ai Claims Shares who accept the Offer under either the Lock-In Option and/or the Orderly Market Option (including such holders who are deemed to accept the Offer). Fractional entitlements to New Quindell Shares under each such option will instead be aggregated and sold in the market and the net proceeds of sale distributed pro rata to the Ai Claims Shareholders entitled thereto, save that individual entitlements to amounts of less than £5.00 will be retained for the benefit of the Enlarged Group.

Your attention is drawn to the further information contained in the Appendices to this Announcement which form part of, and should be read in conjunction with, this Announcement.

The Offer will be subject to the further terms set out in Appendix 1 and the terms to be set out in the Offer Document together with, for Ai Claims Shares held in certificated form, the Form of Acceptance when issued. Appendix 2 contains the sources and bases of information used in this Announcement. Appendix 3 contains details of the Lock-In Restrictions and the Orderly Market Restrictions. Appendix 4 contains definitions of certain terms used in this Announcement.

For further information:

APPENDIX 1 - CERTAIN FURTHER TERMS OF THE OFFER

The Offer will extend to all Ai Claims Shares other than those already owned by the Quindell Group.

Ai Claims Shares will be acquired by Quindell pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this Announcement.

The Offer will lapse if, before 1.00 p.m. on the first closing date, the acquisition by Quindell of Ai Claims is either referred to the Competition Commission or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under Article 6(1)(c) or making a referral to a competent authority of the United Kingdom under Article 9(1).

If the Offer lapses it will cease to be capable of further acceptance and Ai Claims Shareholders who have accepted the Offer and Quindell will then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

In deciding whether or not to accept the Offer in respect of their Ai Claims Shares, Ai Claims Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Ai Claims Shares in certificated form) the Form of Acceptance which will be posted to Ai Claims Shareholders in due course (other than to any Ai Claims Shareholders with addresses in any Restricted Jurisdiction).

The Offer will be made on the terms which are set out in this Appendix 1, those terms which will be set out in the formal Offer Document and Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.

The Offer will comply with the applicable rules and regulations of AIM, the UKLA, the London Stock Exchange and the Code. The Offer and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any restricted Jurisdiction.

This Announcement does not constitute an offer or invitation to purchase Ai Claims Shares or any other securities.

APPENDIX 2 - BASES AND SOURCES OF INFORMATION

Information about Ai Claims has been compiled from published sources.

Unless otherwise stated:

(a) financial information relating to Ai Claims has been extracted or derived without material adjustment from the relevant audited annual accounts;

(b) references to the value of the Offer are based on there being 60,944,522, (61,416,189 issued shares less 471,667 shares held in treasury) Ai Claims Shares in issue, sourced from Ai Claims' annual audited accounts for the year ended 30 June 2011; and

(c) historic share prices are sourced from the Daily Official List and represent Closing Prices for Ai Claims Shares and Quindell Shares on the relevant dates.

APPENDIX 3 - NEW QUINDELL SHARES: LOCK-IN RESTRICTIONS AND ORDERLY MARKET RESTRICTIONS

Part A: Lock-In Restrictions

(applicable to New Quindell Shares allotted in respect of an election to sell Ai Claims Offer Shares under the Lock-In Option)

1. During the period of 12 months commencing on the date of allotment and issue of the New Quindell Shares (the "Restricted Period") the Ai Claims Shareholder agrees that he will not dispose of, or agree to dispose of, any of the New Quindell Shares allotted to him in respect of an election to sell Ai Claims Offer Shares under the Lock-In Option (the "Restricted Shares") or any interest in Restricted Shares without the prior written consent of the Quindell Board and, for so long as it remains Quindell's nominated adviser, Cenkos Securities plc, or such other person as is from time to time Quindell's nominated adviser, as such term is defined in the AIM Rules (the "Nomad").

2. The restrictions contained in paragraph 1 above shall not prevent Ai Claims Shareholder from disposing of, or agreeing to dispose of, Restricted Shares:

a. by way of acceptance of any general offer made to all shareholders of Quindell to acquire all the ordinary shares of Quindell (a "Third Party Offer"); or

b. by means of an irrevocable commitment to accept a Third Party Offer; or

c. pursuant to a plan, compromise or other arrangement between Quindell and its members or any class of them or between Quindell and its creditors under any applicable bankruptcy, insolvency, or other similar law, now or hereafter in effect; or

d. pursuant to a compromise or arrangement between Quindell and its creditors or any class of them or between Quindell and its members or any class of them which is agreed to by the creditors or members and sanctioned by the High Court under Part 26 of the Companies Act 2006; or

e. pursuant to a scheme of arrangement under section 110 of the Insolvency Act 1986 in relation to Quindell; or

f. pursuant to any offer by Quindell to purchase its own shares which is made on identical terms to all holders of ordinary shares in Quindell; or

g. in the event of an intervening court order; or

h. by way of transfer to a connected person provided that prior to making such transfer the relevant transferee enters into an agreement with Quindell and, if applicable its Nomad, in substantially the same terms set out in this schedule; or

i. in the event of the Ai Claims Shareholder's death (being an individual), provided that prior to making any transfer to the Ai Claims Shareholder 's personal representative or beneficiaries the proposed transferee enters into an agreement with Quindell and the Nomad in substantially the same terms as these Lock-In Restrictions; or

j. in order to satisfy any liability the Ai Claims Shareholder has to any taxation and with the consent of the Quindell Board (such consent not to be unreasonably withheld or delayed).

3. The Nomad and any other broker appointed by Quindell may, subject to Quindell's prior written consent, for the purpose of maintaining an orderly market in Quindell's ordinary shares and/or satisfying demand from institutional investors for ordinary shares, at any time within one month of the Quindell Board's consent being obtained make an offer to such shareholders as may be approved by the Quindell Board on behalf of the Nomad itself and/or any other broker appointed by Quindell itself and/or one or more purchasers for the purchase of such number of the Restricted Shares as may be approved by the Quindell Board and such shareholders shall be entitled to transfer such Restricted Shares in acceptance of such offer.

4. These restrictions are without prejudice to any obligations which the Ai Claims Shareholder may have from time to time as a shareholder under the Criminal Justice Act 1993 and the Financial Services and Markets Act 2000.

5. These restrictions are without prejudice to any separate lock-in/orderly market restrictions which apply to Quindell Shares to which the Ai Claims Shareholder becomes entitled in respect of his acceptance of the Offer or any pre-existing lock-in/orderly market restrictions applicable to his holdings of, and interests in, Quindell Shares.

Part B: Orderly Market Restrictions

(applicable to New Quindell Shares allotted in respect of an election to sell Ai Claims Offer Shares under the Orderly Market Option)

1. During the period of 12 months commencing on the date of allotment and issue of the New Quindell Shares (the "Restricted Period") the Ai Claims Shareholder agrees that he will not dispose of, or agree to dispose of, any of the New Quindell Shares allotted to him in respect of an election to sell Ai Claims Offer Shares under the Orderly Market Option (the "Restricted Shares") or any interest in Restricted Shares otherwise than through Quindell's broker from time to time (being Cenkos Securities plc at the date of this Announcement), PROVIDED THAT:

a. Quindell's broker's terms for such trade are no less favourable to the Ai Claims Shareholder concerned than those offered by any other broker for an institutional broking service at that time and on the basis that Quindell's broker provides best practice and best execution;

b. any disposal of Restricted Shares shall be transacted at no less than market mid price without the prior written consent of the Quindell Board; and

c. if Quindell's broker is not able to make the disposal at the same price as reasonably proposed by the Ai Claims Shareholder concerned within 5 business days (being a day (other than a Saturday, Sunday or public holiday) on which dealing in domestic securities may take place on the London Stock Exchange) of it having been requested to do so by or behalf of such Ai Claims Shareholder, such Ai Claims Shareholder shall be entitled to effect the disposal through such broker as it shall, in its absolute discretion, decide at a price not less than that offered by Quindell's broker.

2. The restrictions contained in paragraph 1 above shall not prevent the Ai Claims Shareholder from disposing of, or agreeing to dispose of, Restricted Shares:

a. by way of acceptance of any general offer made to all shareholders of Quindell to acquire all the ordinary shares of Quindell (a "Third Party Offer"); or

b. by means of an irrevocable commitment to accept a Third Party Offer; or

c. pursuant to a plan, compromise or other arrangement between Quindell and its members or any class of them or between Quindell and its creditors under any applicable bankruptcy, insolvency, or other similar law, now or hereafter in effect; or

d. pursuant to a compromise or arrangement between Quindell and its creditors or any class of them or between Quindell and its members or any class of them which is agreed to by the creditors or members and sanctioned by the High Court under Part 26 of the Companies Act 2006; or

e. pursuant to a scheme of arrangement under section 110 of the Insolvency Act 1986 in relation to Quindell; or

f. pursuant to any offer by Quindell to purchase its own shares which is made on identical terms to all holders of ordinary shares in Buyer; or

g. in the event of an intervening court order; or

h. by way of transfer to a connected person provided that prior to making such transfer the relevant transferee enters into an agreement with Quindell and, if applicable its Nomad, in substantially the same terms set out in this schedule; or

i. in the event of the Ai Claims Shareholder's death (being an individual), provided that prior to making any transfer to the Ai Claims Shareholder's personal representative or beneficiaries the proposed transferee enters into an agreement with Quindell and the Nomad in substantially the same terms as these Orderly Market Restrictions; or

j. in order to satisfy any liability the Ai Claims Shareholder has to any taxation and with the consent of the Quindell Board (such consent not to be unreasonably withheld or delayed).

3. The Nomad and any other broker appointed by Quindell may, subject to Quindell's prior written consent, for the purpose of maintaining an orderly market in Quindell's ordinary shares and/or satisfying demand from institutional investors for ordinary shares, at any time within one month of the Quindell Board's consent being obtained make an offer to such shareholders as may be approved by the Quindell Board on behalf of the Nomad itself and/or any other broker appointed by Quindell itself and/or one or more purchasers for the purchase of such number of the Restricted Shares as may be approved by the Quindell Board and such shareholders shall be entitled to transfer such Restricted Shares in acceptance of such offer.

4. These restrictions are without prejudice to any obligations which the Ai Claims Shareholder may have from time to time as a shareholder under the Criminal Justice Act 1993 and the Financial Services and Markets Act 2000.

5. These restrictions are without prejudice to the separate lock-in/orderly market restrictions which apply to Quindell Shares to which the Ai Claims Shareholder becomes entitled in respect of his acceptance of the Offer or any pre-existing lock-in/orderly market restrictions applicable to his holdings of, and interests in, Quindell Shares.

APPENDIX 4 - DEFINITIONS

The following definitions apply throughout this Announcement:

All references to legislation in this Announcement are to English legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof, save to the extent that any such amendment, modification, re-enactment or extension imposes any new or extended liability or restriction on a party.

Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender. 

The terms 'subsidiary' and 'subsidiary undertakings' have the respective meanings given to them by the Companies Act 2006.