Circ re., inter alia, Disposal and Placing

10 October 2011

Capcon Holdings plc

("Capcon" or the "the Company")

Proposed disposal of Capcon Limited

Proposed adoption of the Investing Policy

Placing of 43,478,261 new Ordinary Shares at 1.15p per Placing Share

Issue of the Conversion Shares

Change of Company's name to Brady Exploration plc

(together, the "Proposals")

The Board of Capcon, the AIM-traded investigations and risk management group, announces that on 7 October 2011 it entered into a conditional agreement for the proposed disposal of Capcon Limited to Capcon Securities Limited, whose owners and directors include Ken Dulieu and Paul Jackson, directors of the Company (the "Disposal"). Capcon Limited comprises the Company's entire existing trading activities in audit, stocktaking and investigatory services.

The Disposal is subject to Shareholder approval since it constitutes a fundamental change of business for the Company under Rule 15 of the AIM Rules. The Disposal will also result in Capcon becoming an investing company, within the meaning of the AIM Rules, and the Company therefore proposes to adopt an investing policy allowing it to invest in companies operating in the natural resources sector, with a focus mainly but not exclusively on the mining sector (the "Investing Policy").

A general meeting is to be held at the offices of Beavis Morgan LLP, 82 St John Street, London, EC1M 4JN on 26 October 2011 at 10 a.m. (the "General Meeting") to, inter alia, seek consent of Capcon's shareholders to the Disposal and the adoption of the Investing Policy.

Capcon also announces the conditional placing of 43,478,261 new ordinary shares of one penny each in the capital of the Company at 1.15 pence each (the "Placing Shares"), to raise gross proceeds of approximately £500,000 (the "Placing"). The Placing Shares have been conditionally placed with new investors introduced by Rivington Street Corporate Finance and it is intended that the net proceeds of the Placing will be put towards the implementation of the Investing Policy. The Placing is conditional, inter alia, upon the resolutions being passed at the General Meeting.

Ian Jefferson (an existing Capcon shareholder) has agreed to convert £25,000 (nominal) of secured loan stock in the Company currently held by him into 2,083,333 conversion shares, subject to and to be completed simultaneously with the Proposals.

Under the terms of the Disposal, the Company is required to change its name, which it proposes to do to "Brady Exploration plc" in order to reflect the Investing Policy.

A document in relation to the Proposals (the "Document") is expected to be posted to Capcon's shareholders today, together with a notice convening the General Meeting. The Document will also shortly be made available on the Company's website, www.capconplc.com.

The purpose of the Document is to provide background on and set out the reasons for the Proposals, to explain why the directors of Capcon consider the Proposals to be in the best interests of the Company and its shareholders as a whole and to set out the resolutions to be considered at the General Meeting.

Set out below are edited extracts from the text of the letter from Alex Borrelli (Non-Executive Director of Capcon), which is included in the Document.

For further information, please contact:

EDITED EXTRACTS FROM THE DOCUMENT

All defined terms used in this announcement shall have the meaning given to them in the Document unless otherwise defined herein.

Introduction

On 7 October 2011, the Company entered into the Sale and Purchase Agreement to dispose of Capcon Limited to CSL. CSL is a new company established to effect the purchase and whose owners and directors include certain members of the Board, namely Ken Dulieu and Paul Jackson. Capcon Limited comprises Capcon's entire existing trading activities in audit, stocktaking and investigatory services.

The initial Consideration under the Sale and Purchase Agreement is £1 and is payable upon Completion. In addition, the Sale and Purchase Agreement requires that the Purchaser will procure that, at or before Completion, debts outstanding of the Company totalling approximately £1.43 million will be taken over by the Purchaser, discharged, released or otherwise written-off, such that the Company will not have any continuing liability in respect of the same following Completion.

At the same time the Company proposes to raise approximately £466,850 (after expenses) from new investors through the issue of 43,478,261 Placing Shares at 1.15p per Ordinary Share. It is intended that the net proceeds from the Placing will be put towards the implementation of the Company's Investing Policy, further details of which are outlined below.

The Disposal will result in a number of consequences for the Company, namely:

1. it will constitute a fundamental change of business by the Company which, under Rule 15 of the AIM Rules, requires the approval of Shareholders;

2. it will result in Capcon becoming an Investing Company, as a consequence of which Rule 15 of the AIM Rules further requires the Company to state its Investing Policy in the Circular and to obtain Shareholders' approval of that Investing Policy going forward;

3. as the Disposal is to a company owned by Ken Dulieu and Paul Jackson (directors of the Company), it also constitutes a related party transaction under Rule 13 of the AIM Rules and certain information is required by the AIM Rules to be notified, which notification is given hereby; and

4. the Sale and Purchase Agreement requires the Company to change its name to a name that does not include the word "Capcon" or anything similar to that word. Accordingly, the Board is also taking the opportunity to propose a change of name of the Company to Brady Exploration plc, which also requires Shareholders' approval.

Conditional on the Disposal being approved by Shareholders at the General Meeting, Cliff Cavender, Paul Jackson and Jane Fowler will step down from the Board with effect from Completion. It is intended that, subject to agreeing terms, completion of satisfactory due diligence by Capcon and Board approval in consultation with Allenby, two new directors to be nominated by Rivington Street Corporate Finance, with expertise in line with the Investing Policy, will be appointed to the Board following Completion. Subject to those new Board appointments being made, Ken Dulieu will step down as Chairman and from the Board and one of the new appointees will assume the position of Chairman of the Board. Alex Borrelli will continue in office as a non-executive director. Cliff Cavender will continue to be responsible for the finance function of the Company going forward.

The Board has convened the General Meeting to be held at 10:00 a.m. on 26 October 2011 at the offices of Beavis Morgan LLP, 82 St John Street, London, EC1M 4JN for the purpose of Shareholders considering and, if thought fit, passing the Resolutions. The General Meeting Notice, which sets out the terms of the Resolutions in full, is at the end of the Circular.

Irrevocable undertakings to vote in favour of the Resolutions have been received in respect of 10,518,050 Ordinary Shares, representing approximately 86.3 per cent. of the current issued share capital of the Company.

The principal purpose of the Circular is, inter alia, to give Shareholders the reasons for, and details of, the Proposals, to explain why the Independent Directors (Jane Fowler and Alex Borrelli) consider that the implementation of the Proposals is in the best interests of the Company and its Shareholders as a whole and to recommend that Shareholders vote in favour of the Resolutions.

Background to and reasons for the Proposals

The Company was admitted to trading on AIM on 31 May 2001. The principal activities of the Company are the provision of audit, compliance and stock reconciliation services, commercial research, investigation and business intelligence services. Losses before taxation were approximately £0.13 million on turnover of approximately £3.1 million for the year ended 30 September 2010. The Group's net liabilities have increased from approximately £0.79 million in the year ended 30 September 2007 to approximately £0.89 million (including approximately £1.4 million of goodwill) in the Group's audited results for the year ended 30 September 2010, attributable to operating losses and other exceptional costs incurred. Certain Directors have continued to support the Company financially and £600,000 of the Secured Loan Stock is held in aggregate by Ken Dulieu and Paul Jackson.

Since 1 April 2011, the Company's share price has declined from 5.0 pence to a share price at the close of business on 7 October 2011 of 3.5 pence, equating to a market capitalisation of approximately £425,000 at that later date. The Board believes that this is as a result of the Company's losses, the lack of liquidity due to certain Directors holding (or otherwise being interested in), in aggregate, approximately 86.3 per cent. of the Existing Ordinary Shares and the general difficult market conditions for the Company's audit, stocktaking and investigatory activities.

In common with many AIM traded companies with small market capitalisations, the Company receives little institutional investor support and there have been low levels of trading in the Ordinary Shares. This makes it difficult for Shareholders to realise value for their holdings.

The Board has over recent months been considering the options available to the Company to maximise Shareholder value. Options considered by the Company have included the potential sale of the business operations to external third parties and in the first half of 2011 the Company engaged a business agent to approach potential purchasers for the Company's audit and stocktaking operations. A number of parties indicated an interest in acquiring the Company's audit and stocktaking operations, however, primarily as a result of market conditions, negotiations were not successfully developed between the Company and potential purchasers. A trade sale of this business on acceptable terms is not now considered by the Board to be a realistic prospect in the short to medium term.

Taking into account the factors noted above and the operational and financial risks to which the Company is exposed, the Board believes that the optimal way to maximise value for Shareholders is the Disposal, the raising of funds through the Placing and the pursuit by the Company of the Investing Policy, with a reconstituted board of directors. On Completion the Company will have approximately £467,000 of cash to pursue its Investing Policy and, save for £25,000 of Secured Loan Stock held by Ian Jefferson, will have no material indebtedness. Accordingly, the Independent Directors (Jane Fowler and Alex Borrelli) have now agreed to the sale of the entire issued share capital of Capcon Limited to CSL, conditional upon the passing of the Resolutions.

The Independent Directors believe that enhanced Shareholder value can be generated through the implementation of the Company's proposed Investing Policy in the natural resources sector, including opportunities for the acquisition of a business with greater growth prospects than those anticipated within Capcon Limited and with a more substantial capital base. Any such acquisition would be likely to constitute a reverse takeover transaction of the Company under the AIM Rules and would be subject to, inter alia, Shareholders' approval. The Independent Directors also believe that the Company should, as a result, attract a greater level of external investor interest and enhanced value resulting in future opportunities for raising equity funds for supporting the growth of the enlarged group.

Principal terms of the Disposal

Pursuant to the Sale and Purchase Agreement, CSL has conditionally, inter alia, on Shareholders' approval of the Disposal, agreed to acquire the entire issued share capital of Capcon Limited. Capcon Limited comprises Capcon's entire existing trading activities in audit, stocktaking and investigatory services and wholly owns six of the Company's non-trading subsidiaries (being Capcon Argen Limited, Capcon Argen Risk Management Limited, Capcon Golf Limited, Capcon Licensing Limited, Prime Justice Limited and Vincent Sherman (Creditor Claims) Limited). The shareholders and directors of CSL are Ken Dulieu (Chairman of Capcon) and Paul Jackson (a non-executive director of Capcon).

The initial Consideration under the Sale and Purchase Agreement is £1 and is payable upon Completion. In addition, the Sale and Purchase Agreement requires that the Purchaser will procure that, at or before Completion, debts outstanding of the Company totalling approximately £1.43 million will be taken over by the Purchaser, discharged, released or otherwise written-off, such that the Company will not have any continuing liability in respect of the same following Completion.

Set out below is a list detailing the current indebtedness of the Company that is to be assumed by CSL, discharged, released or otherwise written-off at Completion.

§ £600,000 (nominal) of Secured Loan Stock held, in aggregate, by Ken Dulieu* and Paul Jackson*;

§ £110,000 in other loans due, in aggregate, to Ken Dulieu* and Paul Jackson*;

§ £69,166 in unpaid dividends, including £66,614 due, in aggregate, to Ken Dulieu*, Paul Jackson* and Cliff Cavender*;

§ £474,167 in unpaid accrued interest on the Secured Loan Stock and other loans due, in aggregate, to Ken Dulieu*, Paul Jackson* and Cliff Cavender*; and

§ £175,560 being the net amount due to Capcon Limited and its subsidiaries in respect of intercompany indebtedness.

* a Director

Set out below is the expected pro forma unaudited consolidated balance sheet of the Group immediately following Completion, showing movements from the unaudited consolidated balance sheet as at 31 March 2011.

* Extracted from the Group's unaudited interim accounts for the six months ended 31 March 2011.

** The adjustments arise from the Disposal, the issue of the Conversion Shares and changes in Capcon's balance sheet between 31 March 2011 and Completion.

Further, the Sale and Purchase Agreement requires that it shall be a condition of Completion that all existing charges and securities held by Lloyds TSB Bank PLC (the Company's bankers) and the Trustees over the assets of the Company are released and discharged. As a consequence of these provisions, the Company will have no material indebtedness at Completion (save for £25,000 of Secured Loan Stock held by Ian Jefferson, an existing Shareholder) and its assets will be clear and free of all encumbrances.

Further consideration will be payable by the Purchaser to the Company if certain transactions in relation to Capcon Limited or its businesses are effected within two years of Completion. Those transactions would include a sale of the shares of Capcon Limited, a sale of the business of Capcon Limited or a listing of the shares of the Purchaser (or its holding company) on the Official List of the UK Listing Authority or admission of such shares to AIM or any other market operated by a recognised investment exchange. In any such circumstance, the cash sum of £50,000 would become payable to the Company.

Given that the Disposal is to certain directors of the Company, the Sale and Purchase Agreement includes only limited warranties and the maximum potential liability of the Company in respect of those warranties is capped at £50,000.

The Disposal is deemed to result in a fundamental change of business under Rule 15 of the AIM Rules and therefore is conditional on consent from Shareholders at the General Meeting. Further, as Ken Dulieu and Paul Jackson are Directors and because of the current value of the Company, the Disposal constitutes a substantial property transaction for the purposes of section 190 of the Act, which also requires the approval of Shareholders at the General Meeting. In addition, as Ken Dulieu and Paul Jackson are directors of each of the Company and of CSL, the Disposal is a related party transaction for the purposes of Rule 13 of the AIM Rules.

Under the terms of the Sale and Purchase Agreement, the Company is required on or before Completion to change its name to a name that does not include the word "Capcon" or anything similar to that word. Accordingly, a resolution is being proposed at the General Meeting to change the name of the Company to Brady Exploration plc, which the Board also believe reflects the Company's proposed Investing Policy.

Details of the Placing

The Company proposes to raise approximately £466,850 (after expenses) through the issue of the Placing Shares. The Placing Price represents a discount of approximately 67.1 per cent. to the closing mid-market price of 3.5 pence per Ordinary Share on 7 October 2011, being the last Business Day prior to the announcement of the Proposals. The Placing Shares will represent approximately 75.3 per cent. of the Enlarged Share Capital. The Placing has been arranged by Rivington Street Corporate Finance. Conditional on the passing of the Resolutions at the General Meeting, Rivington Street Corporate Finance has been appointed as joint broker to the Company alongside Allenby (the Company's existing broker).

The Placing is conditional, inter alia, upon the Resolutions being passed at the General Meeting and Admission occurring on or before 8:00 a.m. on 27 October 2011 (or such later date as the parties may agree, not being after 30 November 2011).

The net proceeds of the Placing are estimated to be approximately £466,850 and will be deployed towards the implementation of the Company's Investing Policy, further details of which are outlined below.

Application will be made to the London Stock Exchange for the Placing Shares and the Conversion Shares (further details of which are outlined below) to be admitted to trading on AIM and dealings are expected to commence at 8:00 a.m. on 27 October 2011.

Rivington Street Corporate Finance, on behalf of the Placees, has the right to nominate two new directors to the Board and it is anticipated that such board appointments (which shall be subject to completion of satisfactory due diligence, agreement of terms with the appointees and Board approval) will become effective after Completion.

Conversion of Secured Loan Stock

Ian Jefferson (an existing Shareholder) has entered into an agreement with the Company, the effect of which will be to convert £25,000 (nominal) of Secured Loan Stock currently held by him into the 2,083,333 Conversion Shares, subject to, and to be completed simultaneously with, the completion of the other Proposals. On Completion, Ian Jefferson will hold 2,635,986 Ordinary Shares representing approximately 4.6 per cent. of the Enlarged Share Capital. In addition, following Completion Ian Jefferson will continue to hold a balance of £25,000 (nominal) of Secured Loan Stock, which shall continue to attract an interest rate of 10 per cent. per annum and will be repayable by the Company on 1 April 2012, unless otherwise agreed.

As noted above, all liabilities in respect of the balance of £600,000 (nominal) of Secured Loan Stock held by Ken Dulieu and Paul Jackson (Directors) and all unpaid accruals of interest in respect thereof will be transferred to and assumed by the Purchaser and the supporting debenture issued by the Company will be released and discharged by the Trustees, upon Completion.

Issue of Warrants and Directors' Shareholdings

Subject to the passing of Resolution 5, it is proposed that a warrant instrument shall be executed by the Company enabling it to issue Warrants to subscribe for up to 18,341,757 new Ordinary Shares at an exercise price of 1.15p per Ordinary Share. Warrants will be issued to the holders of the Ordinary Shares as at 7 October 2011 on the basis of one Warrant for each Ordinary Share held and 2,083,333 Warrants will be issued to Ian Jefferson in respect of the Conversion Shares. Each Warrant will be exercisable for a period of 12 months following Admission.

In addition, Warrants to subscribe for 4,347,826 new Ordinary Shares are to be issued to Alex Borrelli at Completion on the same terms as the Warrants being issued to Shareholders. These warrants are to be issued in part payment for Alex Borrelli's services rendered in fulfilling the role as the senior Independent Director.

The issue of Warrants to Shareholders not resident in or who are outside the UK may be affected by the laws or regulatory requirements of the relevant jurisdictions. No Warrants will be issued to any Shareholder not resident in or who is outside the UK unless or until the Company or its agents determine that the issue of the relevant Warrants will not involve a breach or result in a contravention of any applicable legal or regulatory requirements of any jurisdiction. In particular, it should be noted that the Warrants will not be issued to Shareholders with addresses in the United States, its territories and possessions, in Canada or in the Commonwealth of Australia, Japan, Gibraltar or their respective states.

No application will be made for the Warrants to be admitted to trading on AIM or any other market operated by a recognised investment exchange.

On Admission, it is anticipated that the Company will have 18,341,757 Warrants in issue. Assuming full exercise of the said Warrants, the new Ordinary Shares to be issued on exercise would represent approximately 24.1 per cent. of the Company's fully diluted issued share capital, as enlarged by the issue of the Placing Shares, the Conversion Shares and the new Ordinary Shares issued upon such exercise.

On Admission the interests of the continuing Directors in the Ordinary Shares and Warrants will be as follows:

Ken Dulieu, Paul Jackson and Cliff Cavender, who are considered by the Panel to constitute a "concert party" (as defined in the Code), have agreed not to exercise any of their Warrants if or to the extent that, after Admission, their aggregate enlarged shareholdings would give rise to an obligation under the Code for any member(s) of that concert party, either jointly or severally, to make a general offer for the rest of the Enlarged Share Capital not already owned or controlled by them, unless and until a "whitewash" (as defined in the Code) is obtained by them.

Current trading and prospects

As stated in the Company's interim results released on 30 June 2011 in respect of the six months ended 31 March 2011, Capcon Limited has experienced a difficult financial period and the Board has not detected any improvement in activity levels this year. Revenues for the period were approximately £1.439 million, about 6.9 per cent. lower than the previous period's revenue of around £1.545 million. The reduction in revenue was mainly attributable to lower sales of investigatory services, which were impacted by the termination of a contract for services to a major ferry company. The overall gross margin level in the six month period to 31 March 2011 was approximately 35.3 per cent., around 712 basis points lower than the 42.4 per cent. margin experienced in the six month period to 31 March 2010. This was mainly as a result of the change in mix of services provided by Capcon Limited with proportionately more sales being generated by the audit and stocktaking division than from investigation services.

The Directors believe that the outlook for all the Group's activities in the short to medium term remains uncertain with no improvements expected within the sectors within which the Company operates. Activity within the Group's project-driven investigatory business is stable and there has been some modest improvement in our audit and stocktaking business, although the Directors do not believe this is an indication that trading is returning to a period of sustainable growth in the near future.

Board changes

Conditional on the Disposal being approved by Shareholders at the General Meeting, Cliff Cavender, Paul Jackson and Jane Fowler will step down from the Board with effect from Completion. It is intended that, subject to agreeing terms, completion of satisfactory due diligence by Capcon and Board approval in consultation with Allenby, two new directors to be nominated by Rivington Street Corporate Finance, with expertise in line with the Investing Policy, will be appointed to the Board following Completion. Subject to those new Board appointments being made, Ken Dulieu will step down as Chairman and from the Board and one of the new appointees will assume the position of Chairman of the Board. Alex Borrelli will continue in office as a non-executive director. Cliff Cavender will continue to be responsible for the finance function of the Company going forward.

Investing Policy

On Completion, the Company will have disposed of all of its trading businesses and therefore (under Rule 15 of the AIM Rules) it will be re-classified as an Investing Company and will be required to adopt an investing policy, which must also be approved by Shareholders.

The Directors intend to invest the net proceeds of the Placing in a company or companies operating in the natural resources sector, with a focus mainly but not exclusively on the mining sector, in accordance with the following Investing Policy:

The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in mining projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

The Directors will initially focus on projects located in South America but will also consider investments in other geographical regions.

The Directors will identify and assess potential investment targets and, where they believe further investigation is required, intend to appoint appropriately qualified advisers to assist. They believe they have a broad range of sources of potential opportunities.

The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of any potential investment will be subject to rigorous due diligence. It is likely that the Company's financial resources will be invested in a small number of projects or potentially in just one investment, which may be deemed to be a reverse takeover under the AIM Rules.

Where this is the case, the Directors intend to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval and the publication by the Company of an admission document meeting the requirements of the AIM Rules. The Directors have not, however, excluded the possibility of building a broader portfolio of investment assets.

The Company intends to deliver Shareholder returns principally through capital growth rather than income distribution via dividends. Given the nature of the Company's Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value. The Directors consider that, in due course, the Company may require additional funding as investments are made and new investment opportunities arise.

On Completion, the Company will have net cash of approximately £467,000 to implement its Investing Policy. The Company will consider raising additional funds, either in the form of equity or debt, to help implement the proposed Investing Policy, if and when required.

Working capital

The Directors are of the opinion that, having made due and careful enquiry and taking into account the net proceeds of the Placing, the working capital available to the Company is sufficient for its present requirements, that is for at least 12 months from Admission.

The Directors are aware that the Company's cash resources available following the implementation of the Proposals, approximately £467,000, are limited, but believe these are sufficient to implement the initial stages of the Investing Policy.

Related party transactions

Under the AIM Rules, the Disposal constitutes a related party transaction between the Company and Ken Dulieu and Paul Jackson, who are deemed to be interested in the transaction by virtue of their shareholdings in and directorships of CSL. In addition Cliff Cavender is deemed to be interested in the transaction by virtue of his existing outstanding loans to Capcon, which are to be assumed by the Purchaser as part of the Disposal. The Independent Directors for the purposes of the Disposal (Jane Fowler and Alex Borrelli), having consulted with the Company's nominated adviser, Allenby, consider that the terms of the Disposal are fair and reasonable insofar as Shareholders are concerned.

Under the AIM Rules, the issue of the Warrants to Ken Dulieu, Paul Jackson, Cliff Cavender and Alex Borrelli constitute related party transactions. The independent director for the purposes of the issue of the Warrants (being Jane Fowler), having consulted with the Company's nominated adviser, Allenby, considers that the issue of the Warrants to Ken Dulieu, Paul Jackson, Cliff Cavender and Alex Borrelli is fair and reasonable insofar as Shareholders are concerned.

Change of name

Under the terms of the Sale and Purchase Agreement, the Company is required to change its name to a name that does not include the word "Capcon" or anything similar to that word. Accordingly, it is proposed that the Company shall change its name to "Brady Exploration plc" to reflect the Company's Investing Policy and the proposed change in the Company's business from one of audit, investigations and risk management to one of investment in the natural resources sector.

The Company will also change its website address to www.bradyexploration.com and its ticker to BRDY, conditional on Completion.

Share options

The Company operates an equity-settled, share based remuneration scheme for its executive directors and senior managers, which is an unapproved scheme. Under this scheme, an option has been granted and remains outstanding in respect of 25,000 unissued Ordinary Shares, which is exercisable at a price of 6.25p per Ordinary Share. Upon completion of the Disposal, the holder of the outstanding option will cease to be an employee within a group of companies of which the Company forms part and the option will, accordingly, lapse at that time.

Irrevocable undertakings

The Directors who hold Ordinary Shares in the Company (being Ken Dulieu, Paul Jackson and Cliff Cavender) have irrevocably undertaken to vote (or procure that the relevant votes are cast) in respect of their holdings and those of their immediate families and connected persons in favour of the Resolutions being proposed at the General Meeting amounting to 10,518,050 Ordinary Shares representing approximately 86.3 per cent. of the Existing Ordinary Shares.

Recommendation

The Independent Directors for the purposes of the Proposals (Jane Fowler and Alex Borrelli) consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of all of the Resolutions.

Ken Dulieu and Paul Jackson have taken no part in the Board's decision to recommend that Shareholders vote in favour of Resolution 1 in relation to the Disposal.