Admission to AIM and first day of dealings

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the admission document (the "Admission Document") published by Green & Smart Holdings plc in connection with the proposed admission of its shares of no par value ("Shares") to trading on AIM, a market operated by London Stock Exchange plc ("Admission"). Copies of the Admission Document will be available at the offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London W1S 2PP free of charge for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for at least one month after Admission.

For immediate release

12 May 2016

Green & Smart Holdings plc

("Green & Smart" or "the Group")

Admission to AIM and first day of dealings

Green & Smart Holdings plc, a renewable energy company generating power from biogas captured through the treatment of Palm Oil Mill Effluent (POME), is pleased to announce that trading in its Shares commenced at 8.00am BST today on AIM. The Group has successfully raised £4.0 million before costs and expenses via the placing of 44,444,445 new Shares at a price of 9 pence per share, capitalising Green & Smart at £24.9 million. The Group is trading under the ticker symbol GSH.L.

Mr. Saravanan Rasaratnam, Group Managing Director of Green & Smart, said: "We are delighted with the support shown by both UK and Malaysian investors for our admission to AIM. The Malaysian Government's aim of achieving the installation of Biogas facilities in all Palm Oil Mills in Malaysia by 2020, alongside their targets to increase the production of electricity from renewable sources, has created an opportunity for us to utilise our experience of over 30 years in waste water treatment and provide sustainable renewable energy solutions to the palm oil industry. We welcome our new shareholders, and look forward to updating them and the wider market as we develop our pipeline of projects and position Green & Smart as a leading Independent Power Producer in Malaysia."

SP Angel is acting as the Group's Nominated Adviser and Broker.

Certain capitalised terms are as defined in the Group's Admission Document. Copies of the Group's Admission Document (dated 6 May 2016) are available on the Green & Smart website (www.greenandsmart.net).

Enquiries

Notes to Editors

Information on the Group

Green & Smart Holdings plc is the holding company of the Group, which is engaged in the Malaysian Renewable Energy Sector. The principal operating company in the Group, Green & Smart Sdn Bhd ("G&S" or "the Company"), has an established track record in delivering waste water solutions to the Palm Oil industry. Over the last thirty years, G&S has undertaken and completed numerous projects in Asia, including the construction and delivery of four Biogas capture facilities for Felda Palm Industries Sdn Bhd, a subsidiary of Felda Global Ventures, which is the world's largest crude Palm Oil producer, and the world's largest oil palm plantation operator based on planted hectares.

The Company, through its Subsidiaries and Associated Companies, is positioning itself as an IPP through the construction, operation and ownership of Biogas Power Plants providing electricity to the Malaysian National Grid through the Feed-in-Tariff mechanism. In addition to its status as an IPP, the Group has also established itself as an EPCC contractor of Biogas Power Plants, offering Palm Oil Mill owners the Group's expertise to construct and manage these plants at their sites.

As well as the Biogas Power Plants the Group intends to build, own and operate, the Group has taken minority equity stakes in the Associated Companies, which have been established to own Biogas Power Plants at Palm Oil Mills owned by large Palm Oil businesses. The Associated Companies are Megagreen Energy Sdn Bhd and Concord Green Energy Sdn Bhd, in which G&S has a 15 per cent and 25 per cent equity stake respectively. This will provide an ongoing interest in the performance of the plants to the Group, in addition to revenue from the initial EPCC contracts for building the Biogas Power Plants to be owned by these Associated Companies.

The Malaysian Government's aim of achieving the installation of Biogas facilities in all Palm Oil Mills in Malaysia by 2020, alongside their initiative to reduce the country's reliance on non-renewable energy means that Green & Smart is well positioned to increase its market share and become the largest biogas player in Malaysia.

The Directors intend to target the growing renewable energy market by leveraging the Group's strong track record of delivering waste water solutions to the Palm Oil industry and rubber industry. The Company has developed a strong pipeline of opportunities, both in the building and ownership of Biogas Power Plants to produce electricity through the process of treating POME, as well as in contracting to develop Biogas Power Plants for the Associated Companies and has built relationships with some of Malaysia's largest Palm Oil businesses.

The Group's first fully owned plant, in Kahang, is currently under construction and is due to be completed in May 2016. The Group is also currently earning EPCC revenue from the construction of plants owned by Megagreen.

In the year ended 30 September 2015, the Group's principal operating company, Green & Smart generated revenues of RM19.4 million, and profit after tax of RM4.5 million.

Key strengths

The Directors believe that the Group's key strengths include that it:

· has established a strong track record of delivering waste water solutions to the Palm Oil industry and rubber industry in Malaysia and overseas for over 30 years, including a World Bank funded project;

· has a pipeline of 26 projects at various stages of completion to be developed following Admission, which will be owned either in full or in part by the Group. As at October 2015 the Group and its Associated Companies had already secured approximately 25 per cent of the currently available Malaysia Government FiT allocation for Biogas Power Plants, placing them in a leading position in the Biogas power generation industry in Malaysia;

· will benefit from long term power off-take agreements through the FiT system (typically over a 16 year period) at preferential rates (approximately 96 per cent higher than commercial fossil fuel rates);

· presents an attractive proposition to Palm Oil Mill owners by constructing Biogas Power Plants on their mill sites at no cost to the Palm Oil Mill owners, thereby providing the mill owners with a new source of revenue through their share of revenue from the sale of power produced from Biogas and other renewable energy sources;

· has established relationships with large Palm Oil businesses such as FGV and Felcra Berhad, which advantageously positions the Group for future growth;

· aims to take advantage of the increasing governmental focus on the reduction of environmental pollution, coupled with the initiative to reduce Malaysia's reliance on non-renewable energy, the upfront revenues associated with EPCC construction, as well as long term, recurring, fixed-tariff revenues from the sale of power through the FiT regime;

· has an established portfolio of intellectual property comprising of two registered patents and one patent application pending approval;

· has been recognised by the Malaysian government for its work in the bio-technology area and the principal operating company in the Group, Green & Smart, was granted BioNexus status, which allows the Company to enjoy income tax exemption on profits earned from qualifying activities and exemption from duties on imported materials.

Directors

The Board consists of three Executive Directors and three Non-Executive Directors.

Saravanan Rasaratnam - Group Managing Director

Mr. Saravanan has a BA in Business Administration from the National University of Malaysia. He has over 18 years of management experience in various fields including technology, commercialisation and business strategy. He was formerly the co-founder and executive director of Biofusion Sdn Bhd, a BioNexus Status company involved in bio-composting activities, which was named the Most Innovative Biotechnology Company in 2011 in Malaysia by the Ministry of Industry and International Trade under a government initiative and was subsequently sold by Mr. Saravanan.

Prior to this, he was the Vice President for Strategy & Planning for Lestari Pasifik Berhad, a company involved in the production of biofuel derived using locally available Biomass from oil palm plantations.

He was also the Vice President, Business Development, of Malaysian Biotechnology Corporation Sdn Bhd, a local Government Linked Company which was mandated to promote biotechnology commercialization activities in Malaysia.

Navindran Balakrishnan - Group Executive Director

Mr. Navindran holds a Bachelor of Science (Microbiology) from the University of Malaya and has over 9 years of management experience in technology management. He was formerly the co-founder and Executive Director of Biofusion Sdn Bhd, a BioNexus Status company, which is involved in bio-composting. He was also the Vice President (Business Development) for Lestari Pasifik Berhad, a company involved in the production of biofuel from oil palm plantations. Mr. Navindran was also the Senior Manager at IBG Manufacturing Sdn Bhd a BioNexus Status company involved in the production of bio-fertilizers for Palm Oil plantations. Mr. Navindran also worked as a microbiologist in the research and development unit at CCM Duopharma Biotech Berhad, a Malaysian listed Pharmaceutical company.

Sivadas Kumar - Group CEO & Finance Director

Mr. Sivadas has over 25 years of corporate experience with varied industries including audit, transportation, engineering, textile, palm oil specialty fats, rubber and bio technology. He is a Fellow with the Association of Chartered Certified Accountants UK, a Chartered Accountant with the Malaysian Institute of Accountants and with an MBA (Marketing Major) from the University of New England, New South Wales, Australia.

Mr. Sivadas played a significant role in the public listing of his previous employer Premium Nutrients Berhad onto the Kuala Lumpur Stock Exchange in 2003, where as Chief Accountant he was responsible for all aspects of banking, finance, accounting, commercial-warehousing-port operations, board papers and eventually the public listing. Mr. Sivadas was subsequently head hunted by Rubberflex (M) Sdn Bhd, the world's largest manufacturer of rubber threads as Group General Manager. Two months into employment, Mr. Sivadas was made a Director of the Group.

Upon leaving Rubberflex and after a short business sabbatical in Vietnam where he was invited to help establish a new business venture with a Vietnamese Conglomerate and just prior to joining Green & Smart Sdn Bhd, Mr. Sivadas was engaged with a company in the green packaging business as its Chief Financial Officer, where his principle role was advising on all matters of finance, banking, cost accounting, factory operations, management and human resource.

Datuk Haji Radzali Bin Hassan - Non-Executive Chairman

Datuk Haji Radzali Bin Hassan, was conferred the Kestaria Setia DiRaja Award by DYMM Paduka Baginda Yang DiPertuan Agong in 1997 and Darjah Mulia Seri Melaka by TYT Yang Di Pertua Negeri Melaka.

Datuk Radzali is currently on the board of Suiwah Corporation Bhd, ("Suiwah"), which has been listed on the Kuala Lumpur Stock Exchange since 1995. Suiwah is primarily engaged in three business segments, which are retail, manufacturing, and property investment and development.

Datuk Radzali, is also an Environmental Entrepreneur, serving as Chairman/Group Managing Director of Harta Maintenance Sdn Bhd and Harta Group of Companies since 1984, primarily involved in Facilities Management providing green solutions.

Martin David Howard Bloom - Non-Executive Director

Mr. Bloom has a wealth of experience in the Renewable Energy Sector and has significant listed company experience. Mr Bloom has worked with Asian Institutions and government organizations as well as with global corporations throughout his career. Mr Bloom has over 40 years of experience in providing strategic advice to a number of businesses in a wide range of sectors. Mr Bloom has focussed particularly on commercialisation of technology. Mr Bloom has built a number of successful businesses in Asia, Europe and North America, and currently serves on the board of a number of listed companies as detailed below:

• Director and former Chairman of Renesola Ltd. Assisted with the AIM admission in 2006 of Renesola and its listing on the New York Stock Exchange in 2008. Revenues grew from $5m to over $1 billion in 5 years.

• Group Chairman of AIM listed Malaysian Company, MayAir Group Plc, the second largest air purification company in China, which was admitted to trading on 7 May 2015.

• Director of Intelligent Energy plc, a British hydrogen fuel cell company listed on the Main Market of the London Stock Exchange in July 2014.

Dato' Dr. Sivamohan S Namasivayam - Non-Executive Director

Dato' Dr Sivamohan is currently the PIC/Medical Director of KPJ Klang Specialist Hospital which is part of KPJ Healthcare Berhad, the largest healthcare group of Malaysia. He sits on the board of KPJ Klang Specialist Hospital. In addition, for the past five years, he has also served as a board member of the Association of Private Hospitals Malaysia (APHM).

Dato' Dr Sivamohan qualified as a doctor (MBBS) from University of Mysore in 1981 and obtained his post graduate degree (MRCOG) from Royal College of Obstetricians & Gynaecologists, in 1999. He then went on to sub-specialise in Gynae-Oncology under the Commonwealth Fellowship Foundation Scholarship in the UK. Dato' Dr Sivamohan's keen interest in hospital management led him to obtain a M.Sc. in Healthcare Management from the University of Wales in 2000 focussing on Healthcare Financing in Malaysia.