Cape to Establish New UK Listed Holding Company

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS EXPECTED TO BE PUBLISHED BY NEW CAPE IN CONNECTION WITH THE PROPOSED SCHEME OF ARRANGEMENT REFERRED TO BELOW. THE PROSPECTUS WILL BE MADE AVAILABLE ON CAPE'S WEBSITE AND WILL BE SUBMITTED TO THE NATIONAL STORAGE MECHANISM AND WILL BE AVAILABLE FOR INSPECTION AT www.hemscott.com/nsm.do.

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR TO A RESIDENT, NATIONAL OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

CAPE PLC

CAPE TO ESTABLISH NEW UK LISTED HOLDING COMPANY

The Proposals

Further to the announcement by Cape plc ("Cape") on 2 March 2011, Cape today announces details of the proposed change to the corporate structure of the Cape Group (the "Group"). The restructuring proposals (the "Proposals") will put in place a new parent company for the Group, which will be Jersey-incorporated and UK listed, with its tax residence in Singapore and Jersey ("New Cape").

As referred to in Cape's announcement on 2 March 2011, as part of the process for the transfer of the trading facility in Cape's ordinary shares from AIM to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities, the Cape Board together with its advisors have closely examined the current corporate structure of the Group. Over the past five years, the geographic mix of the Cape Group's business has become increasingly international, with 67% of profits generated from outside the UK in 2010. The Cape Board expects the growth of the business over the next five years to be driven primarily from the operations in international markets, particularly the Pacific Rim and Far East regions, which is the fastest growth market for the Group's range of services. This is expected to continue to be driven by the high levels of committed capital investment in several large scale gas/LNG projects in the region.

With the expected growth in the Far East / Pacific Rim region, the Group has received strong support from the government of Singapore, including the Singapore Economic Development Board. The Cape Board has therefore concluded that Cape and its shareholders would be better served through an international holding company structure that supports the Group's operational and financial management. The Cape Board believes that the most appropriate structure is for the new Group holding company (New Cape) to be Jersey-incorporated and UK listed, with its tax residence in Singapore. New Cape will also be tax resident in Jersey, although no tax liability is expected to arise there.

The Proposals are being implemented by means of a scheme of arrangement of Cape under Part 26 of the Companies Act 2006 (the "Scheme") and are therefore subject to shareholder approval at a Court-convened meeting and a General meeting. A circular setting out full details of the Proposals is being despatched to Cape shareholders later today (the "Scheme Circular"). A prospectus in relation to New Cape will be published by New Cape on or around 16 May 2011 (the "Prospectus"). Both documents will be available on the Cape Group website (www.capeplc.com) from their respective publication dates and the Prospectus will be submitted to the National Storage Mechanism and be available for inspection from its publication date at the National Storage Mechanism's website at www.hemscott.com/nsm.do. If approved by Cape shareholders, and subject to the satisfaction of certain other conditions, the Scheme is expected to become effective on or around 17 June 2011.

The New Cape Group will have the same business and operations after the date on which the Scheme becomes effective as the current Group had before such date. The Proposals will not result in any immediate changes in the day-to-day operations of the business of the Cape Group or its strategy.

New Cape will have the same Board and management team as Cape on the date that the Scheme becomes effective, although increased time will be spent in Singapore. The Board will continue to evaluate further opportunities to strengthen the Board as appropriate, particularly in light of the Group's growth and increased presence in the Far East / Pacific Rim.

Application will be made to the UK Listing Authority for the new ordinary shares of 25p each in New Cape (the "New Cape Shares") to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange for the New Cape Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

The implementation costs of the Proposals are expected to be approximately £2 million.

Terms of the Scheme

Under the terms of the Scheme, New Cape will issue New Cape Shares to holders of Cape ordinary shares of 25p each ("Cape Ordinary Shares") on a one-for-one basis in exchange for the cancellation of their Cape Ordinary Shares and the issue of new Cape Ordinary Shares to New Cape. The effect of the Scheme will be that:-

- New Cape will become the new holding company of the Group; and

- each Cape shareholder will own an identical number of New Cape Shares to the number of Cape Ordinary Shares owned immediately before the Scheme.

Cape shareholders will not be required to pay any amount for the New Cape Shares issued under the Scheme.

Other Actions

Cape also expects that New Cape will implement the following actions after the Scheme has become effective as part of the Proposals:-

- undertaking a court approved reduction of capital (involving the cancellation of share premium) in Jersey. If implemented and approved by the Jersey Court, this will create a reserve of profit in the accounts of New Cape. Distributions paid out of this reserve should then be regarded for UK tax purposes as a dividend on receipt by UK shareholders (the "New Cape Reduction of Capital"); and

- the adoption of a new performance share plan (containing, amongst other things, increased individual participation limits) for the purpose of granting options and awards over shares in New Cape to employees of New Cape and its subsidiaries.

Further details of the Proposals are set out in the Scheme Circular.

Conditions to implementation of the Proposals

The Scheme will require the approval of Cape shareholders at a shareholder meeting to be convened at the direction of the High Court (the "Court Meeting"). The approval required at the Court Meeting is a majority in number of Cape shareholders present and voting (whether in person or by proxy) representing not less than 75% in value of those Cape shareholders who vote at the meeting.

In addition, in accordance with the rights attaching to the creditor share of £1.00 in Cape (the "2006 Creditor Scheme Share") held by The Law Debenture Trust Corporation p.l.c. ("LDTC") (which was issued to it at the time of the scheme of arrangement for certain creditors of Cape and its subsidiaries which was approved by the High Court and became effective on 14 June 2006 (the "2006 Creditor Scheme")), the Scheme requires the written consent of LDTC.

Implementation of the Scheme will also require separate approval by not less than 75% of all Cape shareholders who vote (whether in person or by proxy) at a general meeting of Cape (the "General Meeting").

In addition to the approvals mentioned above, the Proposals will be conditional on, inter alia, the sanction of the Scheme by the High Court and admission of New Cape Shares to the premium listing segment of the Official List and to the London Stock Exchange's main market for listed securities and the simultaneous cancellation of the admission of the Cape Ordinary Shares to trading on AIM.

2006 Creditor Scheme Share

At the date of this announcement, LDTC has given a non-binding indication that it is, on the basis of the facts and circumstances known to it, minded to consent to the Scheme and its implementation and to vote in favour of the special resolution relating to implementation of the Scheme at the General Meeting. If the Scheme does become effective, LDTC will additionally be issued with a new creditor share of £1.00 in New Cape (the "New Cape 2006 Creditor Scheme Share") and a new voting trust deed relating to the New Cape 2006 Creditor Scheme Share has been entered into by New Cape with LDTC. Furthermore, New Cape and Cape have entered into a guarantee and funding agreement pursuant to which, subject to the Scheme becoming effective, New Cape has agreed to make certain additional funding available to Cape in connection with Cape's funding commitments to Cape Claim Services Limited under the 2006 Creditor Scheme..

The rights attaching to the New Cape 2006 Creditor Scheme Share are broadly the same as the rights attaching to the existing Cape 2006 Creditor Scheme Share and are set out in the Scheme Circular. The differences between such rights and the rights of the existing Cape 2006 Creditor Scheme Share are principally due to the requirements of the UK Listing Authority in order that the New Cape Shares can be admitted to the premium listing segment of the Official List and amendments to reflect intervening events since the date the existing Cape 2006 Creditor Scheme Share was issued and the fact that New Cape is a company incorporated in Jersey and subject to Jersey law.

Approval of final dividend for year ended 31 December 2010

In the preliminary results announcement of Cape on 2 March 2011, the Cape Board announced that it was recommending a proposed final dividend (the "2010 Final Dividend") of 8 pence per Cape ordinary share in respect of the financial year ended 31 December 2010 (2009: nil), making a full year distribution for the financial year ended 31 December 2010 of 12 pence (2009: nil). The 2010 Final Dividend is payable on 3 June 2011 to shareholders on the register of members at the close of business on the record date of 13 May 2011, subject to the approval of Cape shareholders. As the timing of the Proposals is such that this year's annual general meeting of Cape will not be held before the anticipated date on which the Scheme becomes effective, such shareholder approval is also being sought (as a separate matter to the Proposals) at the General Meeting to be held on 25 May 2011.

Expected timetable of principal events

The expected timetable of key events is provided below.

Monday, 9 May 2011 Publication of Scheme Circular

Friday, 13 May 2011 Record date for 2010 Final Dividend on Cape Ordinary Shares

Monday, 16 May 2011 Publication of Prospectus and 2010 Report & Accounts

10.00 a.m. Monday, 23 May 2011 Latest time for receipt by registrars of blue forms of proxy from Cape shareholders for the Court Meeting

10.15 a.m. Monday, 23 May 2011 Latest time for receipt by registrars of white forms of proxy from Cape shareholders for the General Meeting

6.00 p.m. Monday 23 May 2011 Voting record time for the Court Meeting and the General Meeting

10.00 a.m. Wednesday, 25 May 2011 Court Meeting

10.15 a.m. Wednesday, 25 May 2011 General Meeting

Friday, 3 June 2011 Payment date for 2010 Final Dividend on Cape Ordinary Shares

The following dates are subject to change:-

6.00 p.m. Wednesday, 15 June 2011 Scheme record time

Thursday, 16 June 2011 Court Hearing to sanction the Scheme and to confirm the associated reduction of capital

Thursday, 16 June 2011 Last day of trading on AIM in, and for registration of transfers of, Cape Ordinary Shares

Friday, 17 June 2011 Scheme effective date

8.00 a.m. on Friday, 17 June 2011 Cancellation of admission of Cape Ordinary Shares to trading on AIM

8.00 a.m. on Friday, 17 June 2011 Admission and listing of New Cape Shares and commencement of dealings in New Cape Shares on the London Stock Exchange

Friday, 17 June 2011 Credit of New Cape Shares in uncertificated form to CREST accounts

By Friday, 1 July 2011 Despatch of share certificates in respect of New Cape Shares in certificated form

Unless otherwise stated, all references to times in this document are to London time. These times and dates are indicative only, subject to change and will depend, amongst other things, on the date on which the High Court sanctions the Scheme. In particular, certain Court dates are subject to confirmation by the High Court. If the scheduled date of the Court Hearing is changed, Cape will give adequate notice of the change by issuing an announcement through a Regulatory Information Service. Any changes to other times or dates indicated above may, in Cape's discretion, be notified in the same manner. All Cape shareholders have the right to attend the Court Hearing.

Board Recommendation

Cape Chairman, Tim Eggar, said: "The Board firmly believes that these Proposals are in the best interests of the Cape Group and its shareholders. The Directors unanimously recommend the Proposals to shareholders and will be voting in favour of all the resolutions at the Court Meeting and at the General Meeting."

Sponsor and Financial Adviser

Numis Securities Limited ("Numis") is acting as sponsor to the admission of the New Cape Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and is also acting as financial adviser to Cape in relation to the Scheme. Numis, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Cape and New Cape and no-one else in connection with the Proposals and will not regard any other person as its client in relation to the Proposals, and will not be responsible to anyone other than Cape and New Cape for providing the protections afforded to its clients or for providing advice in relation to the Proposals or any transaction or arrangement referred to herein.

This announcement has been prepared by and is the sole responsibility of Cape. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Each of Cape and Numis and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise this announcement whether as a result of new information, future developments or otherwise. The information in this announcement is subject to change.

Neither Numis nor any of its directors, officers, employees, advisers or agents, accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement (whether written, oral or in a visual or electronic form, and howsoever transmitted or made available) made or purported to be made by any of them, or on behalf of them, in connection with Cape, New Cape (including their respective subsidiaries and associated companies) or the Proposals and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.

- Ends -

NEW CAPE SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN WHOLE IN IN PART, BY THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE NEW CAPE SHARES TO THE OFFICIAL LIST. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of an offer to purchase or subscribe for, the New Cape Shares in any jurisdiction. The New Cape Shares have not been and will not be registered under the U.S. Securities Act 1993, as amended (the "Securities Act"). The New Cape Shares may not be offered or sold in the United States or to U.S. purchasers absent registration under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject to the registration requirements of the Securities Act. The New Cape Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable laws of Australia, Canada or Japan. Neither the SEC nor any regulatory authority of any state or other jurisdiction of the United States has passed upon the accuracy or adequacy of the information in this announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no prospectus in relation to Admission has been, or will be, lodged with, or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to Admission of the New Cape Shares. Accordingly, subject to certain exceptions, the New Cape Shares may not, directly or indirectly, be offered or sold within Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan.

The Scheme relates to the effective exchange of shares in a UK company for shares in a Jersey company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme and issue of New Cape Shares is subject to the disclosure requirements and practices applicable in Jersey and the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws.

ENQUIRIES:

Cape plc

Martin K May, Chief Executive +44 (0)20 3178 5498

Richard Bingham, Chief Financial Officer

M:Communications

Patrick d'Ancona +44 (0)20 7920 2347

Ben Simons +44 (0)20 7920 2340

Numis Securities Limited +44 (0)20 7260 1000

(Sponsor in relation to the admission of New Cape, Financial Adviser in relation to the Scheme and Joint Corporate Broker)

John Harrison, Managing Director, Corporate Finance

James Serjeant, Director, Corporate Broking

JP Morgan Cazenove +44 (0)20 7588 2828

(Joint Corporate Broker)

Laurence Hollingworth

Patrick Magee