Ark Therapeutics Group plc

Proposed transfer of listing category on the Official List from premium (commercial company) to standard

Notice of General Meeting

and

Posting of Circular

London, UK, 21 November 2014 (LSE: AKT):  Ark Therapeutics Group plc ("Ark" or the "Company") announces that it has agreed in principle (subject to contract) terms with the majority shareholders of Premier Veterinary Group Limited ("PVG") to acquire the entire issued share capital of PVG (the "Acquisition"). In order to facilitate the Acquisition, which constitutes a reverse takeover, Ark is proposing to transfer its listing category on the Official List from premium to standard. The Company has, therefore, today issued a circular and Notice of General Meeting (the "Circular") which contains details of a proposed transfer of listing category. The General Meeting will be held at 10.30 am on 11 December 2014 at the offices of Marriott Harrison LLP, 11 Staple Inn, London WC1V 7QH.

Copies of the Circular will be submitted to the National Storage Mechanism and will shortly be made available on the Company's website at www.arktherapeutics.com, and from the National Storage Mechanism at www.morningstar.co.uk/uk/NSM, and will be posted to shareholders shortly.

Capitalised terms in this announcement shall have the meaning ascribed to them in the Circular.

For further information please contact:

This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding Ark's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "believes", "estimates", "expects", "aims", "intends", "will", "can", "may", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Ark's control that could cause the actual results, performance or achievements of Ark to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Ark's present and future business strategies and the environment in which Ark will operate in the future. These forward-looking statements speak only as at the date of this announcement. Ark expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in Ark's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, readers are cautioned not to rely on any forward-looking statement.

1. Introduction

On 28 March 2014 the Company announced that it had signed heads of terms in connection with the possible acquisition of a revenue-generating UK based company in the healthcare support services sector. The Board is seeking authority to transfer the Company's listing category on the Official List. The Company has today agreed in principle (subject to contract) terms with the majority shareholders to acquire the entire issued share capital of PVG, a veterinary business operating in a fast growing market. Shareholders will be asked to vote on the proposed transfer of the Ordinary Shares out of the category of a premium listing (commercial company) on the Official List and into the category of a standard listing on the Official List, being conditions of the Subscription and the Revised BFSL Loan Arrangements.

In addition, the Board is seeking authority to adopt new share option plans for the Enlarged Group, rename the Company to Premier Veterinary Group plc, obtain authorities to issue shares under the Subscription, and to undertake the reorganisation of share capital.

2. Background to and reasons for the Proposed Transfer

The Company, as a premium listed company, is currently subject to the "super-equivalent" provisions of the Listing Rules. Consequently it is required to seek prior shareholder approval in connection with class 1 transactions and reverse takeovers under the Listing Rules. PVG has been a lossmaking business for the periods set out in paragraph 1.4 of Part 3 of the Circular, and is dependent on a loan facility from BFSL, a company whose sole director and shareholder is Rajan Uppal, a proposed Director of the Enlarged Group. Further, the historical financial information in respect of PVG is not representative of PVG's current trading trends. As a consequence the Enlarged Group would not satisfy the eligibility criteria for a premium listed company and therefore the Company will not undertake the Acquisition under the UKLA Premium Listing rules. Shareholders should be aware that as a standard listed company, the "super-equivalent" provisions of the Listing Rules would not apply to the Company. Therefore, the Company is not required to seek Shareholder approval for the entry into or completion of the Acquisition and the Revised BFSL Loan Arrangements.

However, the transfer to a standard listing should enable the Company to respond more quickly to business opportunities as they present themselves, as well as reducing the costs and administrative burden for the Company associated with the current requirement for the Company to, amongst other things, classify transactions, notify Shareholders and/or obtain their consent for certain transactions.

Therefore, and after careful consideration and analysis of the various listing regimes available to the Enlarged Group, the Board has concluded that a standard listing will be the most appropriate listing category initially for the Company, and then for the Enlarged Group going forward, not only in relation to facilitating the Acquisition, complying with the eligibility criteria, but also since it will better align the Enlarged Group's regulatory responsibilities given the Enlarged Group's expected size and the nature of its operations.

Under the Listing Rules, the Proposed Transfer requires the Company to obtain the prior approval of not less than 75 per cent. of the votes of Shareholders, voting in person or by proxy, at a general meeting. Therefore, the Transfer Resolution will be proposed as a special resolution.

Pursuant to the Listing Rules, the date of transfer of listing category must not be less than 20 business days after the passing of the Transfer Resolution. Assuming the Transfer Resolution is duly approved at the General Meeting, it is anticipated that the date of cancellation will be 14 January 2015. The Ordinary Shares will, on completion of the Proposed Transfer, continue to be traded on the Main Market, but under the designation "Listed: Standard".

If the Transfer Resolution is not passed, the Board will not proceed with the Acquisition and will commence a voluntary liquidation process in respect of the Company. Following the costs of such a voluntary liquidation process the Board does not believe that there would be any funds available to distribute to Shareholders, and therefore that there would be no remaining value in the Ordinary Shares as the Company currently does not have an operating business.

The Acquisition would constitute a reverse takeover of the Company under the Listing Rules and, since there is currently insufficient publicly available information regarding the Acquisition, the suspension of trading in Ordinary Shares will continue following the passing of the Transfer Resolution and completion of the Proposed Transfer until the Company publishes a prospectus in respect of the Enlarged Group.

As a result of the Acquisition being a reverse takeover, the Company's listing would be cancelled and the Company would be required under the Listing Rules to re-apply for admission of its shares to the Official List (standard segment) and prepare and publish a prospectus in respect of the Enlarged Group. While the Company intends to seek the UKLA's approval to admit the Enlarged Group to listing on the standard segment of the Official List, until the Company has completed the formal application process, satisfied the UKLA as to its eligibility and received the UKLA's approval to the publication of a prospectus on the Enlarged Group, there is no certainty that the UKLA will agree to admit the Enlarged Group to the standard segment.

Completion of the Acquisition, assuming terms and contracts are able to be agreed, is expected to occur following the cancellation of the Company's listing on the premium segment, which itself is expected to occur on 14 January 2015.

3. Subscription for New Ordinary Shares

Conditional upon Admission, BFSL and a small number of other investors have agreed to subscribe in aggregate for £1.2 million of Subscription Shares at a subscription price of 10.1 pence per Subscription Share. BFSL has requested that in order to agree to the Revised BFSL Loan Arrangements, Iain Ross, Chairman of Ark and the CEO of PVG participate in the Subscription as to £70,456.49 and £267,734.54 respectively.

The monies received from the Subscription will be primarily used as working capital in the Enlarged Group's business and, as a result of this investment, Ark Shareholders will own 15 per cent. of the Ordinary Shares at Admission.

Following the Subscription of 11,859,007 Subscription Shares (following the Consolidation and Subdivision), the Enlarged Group will have 13,951,773 Ordinary Shares in issue.

4. Consolidation and Subdivision of Ordinary Shares

The Directors wish to see the nominal value of an Ordinary Share increased from 1 penny to 10 pence per share and to see the Company's issued ordinary share capital on Admission being 2,092,766 Ordinary Shares of 10 pence each (excluding the Subscription Shares), which requires the Company's share capital to be reorganised. There are currently 209,276,676 Existing Ordinary Shares in issue. The nominal value of the Existing Ordinary Shares is 1 penny each. Details of this proposed reorganisation are set out immediately below.

It is proposed that every 100 of the Existing Ordinary Shares of £0.01 be consolidated into 1 share of 100 pence each and then be subdivided into:

·      1 New Ordinary Share of nominal value £0.10; and

·      1 Deferred Share of nominal value £0.90.

The effect of the Consolidation and Subdivision will be to increase the nominal value per Ordinary Share by a factor of ten to £0.10. This ensures that the Subscription Price of 10.1 pence per share is able to be implemented against a nominal value per share of 10 pence. The purpose of the issue of the Deferred Shares is to ensure that the Consolidation and Subdivision does not result in an unlawful reduction of capital of the Company.

Upon implementation of the Consolidation and Subdivision, Shareholders on the register of members of the Company at the close of business on the Record Date will exchange 100 Existing Ordinary Shares for 1 New Ordinary Share and 1 Deferred Share. The proportion of the issued ordinary share capital of the Company held by each Shareholder at the time of the Consolidation and Subdivision will be unchanged.

The New Ordinary Shares arising on implementation of the Consolidation and Subdivision will have the same rights and benefits as the Existing Ordinary Shares, including voting, dividend and other rights.

The Deferred Shares will not entitle holders to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid on such shares following a substantial distribution to the holders of Ordinary Shares in the Company. Accordingly, the Deferred Shares will, for all practical purposes, be valueless and it is the Board's intention that, at an appropriate time, the Company may repurchase the Deferred Shares, cancel or seek to surrender the Deferred Shares using such lawful means as the Board may at such time determine.

The Deferred Shares will not be admitted to trading on any stock exchange.

5. Acquisition of PVG

The Company announced today that it has agreed in principle (subject to contract) terms with the majority shareholders of PVG to acquire the entire share capital of PVG for an aggregate cash consideration of £3,731 which equates to £0.001 per PVG share. The Acquisition would be conditional on, amongst other matters, the Transfer Resolution being passed and would only complete following the cancellation of the Company's admission to the premium segment.

Upon Admission, Iain Ross will remain as Chairman of the Enlarged Group, Dominic Tonner will become appointed as Chief Executive Officer, Dan Smith will become appointed as Chief Financial Officer and Rajan Uppal will become appointed as Corporate Development Officer. Sue Steven will step down from the Board but remain as Company Secretary, and David Bloxham and David Venables will also step down from the Board.

Further information about PVG can be found in Part 3 of the Circular.

6. Background to and reasons for the Acquisition

On 30 January 2013 the Company announced that, having failed to gain sufficient support for an institutional fundraising in late 2012/early 2013, it had appointed WG Partners to assist the Company in reviewing and evaluating a number of strategic options open to the Company to maximise value for Shareholders. These options included a formal sale process, which was initiated on 30 January 2013.

On 28 February 2013 the Company announced that it had not received any indicative offers pursuant to the formal sale process. In parallel, the Board had attempted at various points to obtain finance from clients, direct competitors, banks and via the disposal of non-core product assets. However, all such steps proved unsuccessful.

On 7 March 2013 Wölbern Private Equity ("WPE") made a formal offer for the acquisition of the operating subsidiaries of the Company - Ark Therapeutics Limited, Ark Therapeutics Oy and Lymphatix Oy (the "Subsidiaries") (the "Disposal"). This offer was expressly conditional on the UKLA agreeing to apply a waiver under Listing Rule 10.8 to the Disposal, thereby not requiring the Company to obtain the approval of its Shareholders for the Disposal as it had no alternative but immediately to dispose of the Subsidiaries in order to avoid an insolvency process. WPE therefore confirmed to the Board on 10 March 2013 that the transaction had to be completed on or before 15 March 2013 otherwise its offer would lapse.

On 15 March 2013 the Company made a comprehensive and detailed announcement that it had disposed of the Subsidiaries having been granted a Listing Rule 10.8 waiver. The Company received £1.335 million in consideration gross of disposal costs and recognised a profit on disposal of £1.012 million.

On 9 July 2013 the Company announced that it had amicably negotiated and settled a potential dispute with Crawford Woundcare Limited.

Since the date of the Disposal the Board has ensured that the Company has maintained its London Stock Exchange listing and met its financial, fiduciary and reporting obligations. During the intervening period the Board and its advisers have considered a variety of possible 'reverse' opportunities and on a number of occasions it has commenced detailed discussions with potential counterparties. The aim of these discussions has been to identify a 'reverse' opportunity which would provide Ark Shareholders with a meaningful interest in the resulting enlarged group and ensure some possibility of some upside in Shareholder value.

On 28 March 2014 the Company announced it had signed heads of terms in connection with a possible acquisition of a revenue-generating and profitable UK-based private company in the healthcare support services sector. The Company confirmed that the transaction would be structured by way of an acquisition of the target by Ark. Accordingly in response to a request by the Company, the UKLA suspended the listing of Ark's premium listed shares on the Official List on 28 March 2014 pending publication of the required Shareholder documents.

Due to its size in relation to Ark, the proposed acquisition of PVG which is under consideration would constitute a 'reverse takeover' of the Company for the purposes of the Listing Rules.

Your Board considers the acquisition of PVG would provide an opportunity for Ark Shareholders to retain an interest in what the Directors believe is an exciting business operating in a growing market sector.

7. Arrangements with BFSL

As part of a re-financing of PVG, on 14 November 2013 BFSL provided a secured loan of £1,312,500 to PVG out of a total amount of secured debt raised by PVG of £1,750,000. Following various breaches of the secured loan finance agreements during the early part of 2014, BFSL acquired all of the non-bank secured and unsecured debt of PVG that was not already owed to it. On 27 March 2014 BFSL demanded payment of all amounts accrued or outstanding under the secured loan finance agreements. On 25 April 2014 PVG agreed that the total amount outstanding under the secured loan finance agreements as at 31 March 2014 was £2,144,178 and that in accordance with those agreements default interest of 15 per cent. per annum was payable. BFSL has not withdrawn its demand and the amounts remain outstanding.

In addition, pursuant to the debt acquisition referred to above, PVG is indebted to BFSL in the sum of £430,000 under the terms of an unsecured loan note originally issued as a one year note in March 2012. The amount of £430,000 attracts interest of 12 per cent. per annum and is repayable in full by PVG on 14 November 2014.

PVG currently has net liabilities and has no means of repaying either the secured or unsecured loans to BFSL. Subject to Admission, BFSL has agreed in principle with Ark (subject to contract) that in consideration of a payment to it of an arrangement fee of £250,000, the terms of the existing loans amounting to an aggregate of £2,574,178 owed to BFSL by PVG would be amended as follows:

(a)      the existing secured and unsecured loans to be consolidated into indebtedness guaranteed by all companies within the Enlarged Group and secured on the assets of the Enlarged Group;

(b)      the term of the Revised BFSL Loan Arrangements to be three years with effect from the date of Admission (the "Term");

(c)       the Revised BFSL Loan Arrangements will not be subject to any financial covenants and will only be subject to limited representations and non-financial warranties;

(d)      the events of default applicable to the Revised BFSL Loan Arrangements to be limited primarily to non-payment, breach of the limited representations, non-financial warranties and insolvency events;

(e)      during the Term, the Revised BFSL Loan Arrangements to be repayable at any time at the discretion of PVG;

(f)       the interest rate on the Revised BFSL Loan Arrangements to be fixed at 12 per cent. per annum payable monthly in arrears and a fee of £400,000 to be payable to BFSL when the Revised BFSL Loan Arrangements is repaid; and

(g)      BFSL has required both its own participation in the Subscription and that of the Enlarged Group's proposed Chief Executive Officer Dominic Tonner and Iain Ross as Chairman, as to £267,734.54 and £70,456.49 respectively.

Ark has agreed in principle with BFLS (subject to contract) that if Admission shall not have occurred by 6 February 2015 that BFSL will have the right (but not the obligation) to acquire all shares of PVG that Ark owns at the date for a cash consideration of £0.001 per PVG share.

8. Transfer to Standard Listing and Corporate Governance following the Proposed Transfer

A standard listing requires the issuer to comply with the harmonised regulatory requirements imposed by the EU that apply to all securities that are admitted to trading on EU regulated markets. As an issuer with a standard listing, the Company will remain subject to the Listing Rules (as applicable to a company whose equity shares have a standard listing), the Prospectus Rules and the Disclosure and Transparency Rules, however it will not be required to comply with super-equivalent provisions of the Listing Rules which apply only to companies with a premium listing. Such super-equivalent provisions include:

·      certain continuing obligations set out in Listing Rule 9 such as the Model Code, certain rules regarding the conduct of rights issues, open offers and placings, certain disclosures in annual financial reports and certain rules regarding employee share schemes and long-term incentive plans;

·      complying with or explaining against the UK Corporate Governance Code;

·      complying with the requirement to obtain shareholder consent by way of special resolution for the cancellation of the listing of any of its shares as set out in Listing Rule 5; and

·      complying with provisions in Listing Rules 10, 11 and 12 relating to significant transactions, related party transactions and dealings in own securities.

The super-equivalent provisions provide Shareholders with the rights to vote on certain corporate actions, including significant transactions.

Certain administrative requirements associated with the Ordinary Shares having a standard listing will be simplified as the Listing Rules for securities with a standard listing are less demanding and stringent than those applicable to securities with a premium listing. In particular, companies with securities admitted to a standard listing will not normally be required to produce documentation and seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party.

The higher level of regulation contained in the super-equivalent provisions referred to above has been designed to offer shareholders in premium listed companies additional rights and protections. Accordingly, investors should be aware that any investment in a company that has a standard listing is likely to carry a higher risk than an investment in a company with a premium listing. However, following the Proposed Transfer, the Board currently intends to:

·      continue to apply the Model Code; and

·      continue to comply with the requirements of Listing Rule 12 (which relates to dealings in own securities).

The Board will upon Admission institute corporate governance arrangements which it considers are appropriate and reasonable for a company of its size and nature.

The transfer to standard listing will not affect the way in which Shareholders are able to buy or sell Ordinary Shares and, following the transfer, existing share certificates in issue in respect of Ordinary Shares will remain valid (save where replaced as a result of the Subdivision). As for a company with a premium listing, a company with a standard listing is still required to have a minimum of 25 per cent. of its shares in public hands and will continue to be obliged to publish a prospectus when issuing new shares to the public unless such an issue falls within one of the permitted exemptions. Companies with standard listings are also still required to disclose appropriate information to the market and to comply with the provisions of the Disclosure and Transparency Rules (to the extent applicable to the Company) including to make notifications of dealings in shares. They must also prepare annual audited financial reports, half yearly financial reports and interim management statements to the same standards and within the same timeframe as companies with a premium listing are required to do.

A more detailed summary of the differences between the regulatory requirements of companies with a standard listing and those with a premium listing is contained in Part 5 of the Circular. Following the Proposed Transfer, the Ordinary Shares will have a standard listing, however they will not be eligible for inclusion in the UK series of FTSE indices.

It should be noted that as a consequence of the Proposed Transfer, the Company would not be required to seek Shareholder approval for the Acquisition and the Revised BFSL Loan Arrangements.

9. Rule 9 of the City Code on Takeovers and Mergers

The Company is registered in England and Wales and Shareholders are protected under the City Code.

Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares.

Similarly, when any person individually or a group of persons acting in concert, already holds interests in securities which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under the City Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal and whether or not in writing) co-operate to obtain or consolidate control of the company. Control means an interest or interests in shares carrying in aggregate 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.

10. Concert Party

The members of the Concert Party, further details of whom are set out below, are considered to be a concert party for the purposes of the City Code and immediately following Admission, as a result of the Subscription, will be interested, in aggregate, in and will have a maximum controlling position in respect of 69.4 per cent. of the issued share capital of the Enlarged Group. As set out above, in the absence of the waiver, under the City Code the Concert Party would be obliged following Admission to make an offer in cash for the entire issued and to be issued share capital of the Company in which they do not have an interest.

The Concert Party is comprised of three members, being BFSL, Rajan Uppal and Dominic Tonner. As at the date of the Circular each of Mr Uppal's and Mr Tonner's own interests in shares in PVG. The business address of BFSL and Rajan Uppal is Bybrook House, 1 Cross Bank, Great Easton, Leicestershire, LE16 8SR and Dominic Tonner is 32-34 Zetland Road, Redland, Bristol, BS6 7AB.

The Concert Party members and their proposed participation in the Subscription, along with their current shareholdings, are out in the table below:

*BFSL has agreed to transfer to Mr Uppal, immediately following its acquisition of 6,975,887 Subscription Shares, all its interests in Ordinary Shares (including its 6,975,887 Subscription Shares), for a consideration of the Subscription Price per Ordinary Share.

Further details of the members of the Concert Party are:

BFSL

BFSL is a private company incorporated and registered in England and Wales with number 08265871. Its registered office is at Bybrook House, Cross Bank, Great Easton, Leicestershire. Mr Uppal is its sole director and shareholder. Further information regarding BFSL is referred to in Part 7 of the Circular.

Rajan Uppal

Rajan Uppal, aged 52, is a Chartered Accountant with significant commercial and corporate finance experience and has served on the boards of several publicly quoted and private companies across various business sectors in both executive and non-executive roles. After qualifying as a Chartered Accountant in 1986 he began his career in industry in 1989 as the Chief Financial Officer of a fully quoted European printing and packaging group, Ferry Pickering Group plc. Following the successful disposal of that company Mr Uppal joined Quadrant Healthcare plc (Quadrant) as its Chief Financial Officer and was part of the team that floated Quadrant on the London Stock Exchange. At the time of Quadrant's disposal to Elan Corporation plc (Elan) in 2000 Mr Uppal held the position of Finance and Commercial Director and was subsequently appointed as a Senior Vice President within Elan. Mr Uppal led the management buyout of various companies within Elan in 2003 and merged these companies with ML Laboratories plc in 2005 to create a new group, Innovata PLC, where he served as a non-executive director until it was acquired by Vectura Group plc. Mr Uppal also served as a non-executive director of Oxford BioMedica plc between 2001 and 2006.

Since 2006 Mr Uppal has invested on his own account in various private companies and asset categories and during this time acquired the core vet practices that are now owned by PVG.

Dominic Tonner

Mr Tonner, aged 57, joined PVG's board as CEO in July 2007. Since that time revenues have increased from £2 million to £7.5 million per annum, PVG has completed six acquisitions and integrated the activities successfully, launched a new business, Premier Veterinary Alliance, to become the second biggest buying group in the sector and is now transacting business in Republic of Ireland and the Nordic region as well as the UK. Mr Tonner began his career in 1979 at Lex Service Group after graduating from Strathclyde University with a BA in Politics & Sociology. He then went on to hold a number of posts in marketing within the transport industry before moving to Wiggin Teape. Following this he founded his own company within the label and barcode technology sector which was sold to API Plc. In addition to building new revenue streams, Mr Tonner has been instrumental in raising capital and developing growth strategies.

The Takeover Panel has agreed to waive the obligation of the Concert Party to make a general offer that would otherwise arise as a result of receiving the New Ordinary Shares pursuant to the Subscription, subject to the approval of Independent Shareholders, taken on a poll. Accordingly, Resolution 5 is being proposed at the General Meeting to approve the Waiver and will be taken on a poll of Independent Shareholders (excluding the members of the Concert Party).

On Admission, the Concert Party will hold more than 50 per cent. of the Company's voting share capital and may as a consequence be able to increase its aggregate shareholding in the Company without incurring any obligation under Rule 9 to make a general offer to the Company's other Shareholders. Under the Takeover Code, whilst each member of the Concert Party continues to be treated as acting in concert, each member will be able to increase further their respective percentage shareholding in the voting rights of the Company without incurring an obligation under Rule 9 to make a general offer to Shareholders to acquire the entire issued share capital of the Company. However each individual member of the Concert Party will not be able to increase its percentage shareholding through or between a Rule 9 threshold, without the consent of the Panel.

The Concert Party has confirmed to the Board that, save as set out in Part 7 of the Circular, it is not presently proposing any other changes to the Board or changes to the employment rights and conditions of employment of the employees of the Company.

The Concert Party has confirmed that it does not intend to redeploy the Company's fixed assets. The Enlarged Group will be run from PVG's offices in Bristol.

10. Expected timetable of principal events

11. Definitions