Compulsory Acqn of Shares

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

1 December 2014

RECOMMENDED CASH OFFER

by

Acorn Bidco Limited ("Bidco")

for

Allocate Software Plc ("Allocate")

COMPULSORY ACQUISITION OF ALLOCATE SHARES

On 14 October 2014, the boards of Bidco and Allocate announced the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Allocate (the "Offer"). The full terms and conditions of the Offer are set out in an offer document published by Bidco on 28 October 2014 (the "Offer Document").

On 27 November 2014 Bidco announced that the Offer was unconditional in all respects.

Further to its announcement on 27 November 2014 regarding its intention to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as set out in the Offer Document, Bidco announces the despatch today of formal compulsory acquisition notices under Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to Allocate Shareholders who have not yet accepted the Offer. These notices set out Bidco's intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining Allocate Shares in respect of which the Offer has not been accepted on the same terms as the Offer. The transfer of Allocate Shares in accordance with the Compulsory Acquisition Notices will take place on 12 January 2015, being six weeks from the date of the Compulsory Acquisition Notices.

Unless any of the Allocate Shareholders who have not to date accepted the Offer and who do not accept the Offer before Bidco decides to close the Offer (of which not less than 14 days' notice will be provided), apply to the court and the court orders otherwise, on the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 12 January 2015, the Allocate Shares held by those Allocate Shareholders who have not accepted the Offer will be acquired compulsorily by Bidco on the same terms as the Offer. The consideration to which those Allocate Shareholders will be entitled will be held by Allocate as trustee on behalf of those Allocate Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Allocate at the end of the six week period.

Further acceptances

The Offer will remain open for acceptance until further notice.

Allocate Shareholders who wish to accept the Offer and who have not done so and hold their shares in certificated form, should return their completed Acceptance Form along with their share certificate(s) by post or by hand (during normal business hours only) to the Receiving Agent at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Further details on the procedures for acceptance of the Offer if you hold any of your Allocate Shares in certificated form are set out in paragraph 16(a) of Part II of the Offer Document, Part C of Appendix I to the Offer Document and in the accompanying Form of Acceptance.

If you hold your Allocate Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Allocate Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. Further details on the procedures for acceptance of the Offer if you hold any of your Allocate Shares in uncertificated form are set out in paragraph 16(b) of Part II of the Offer Document and in Part D of Appendix I to the Offer Document. If you hold your Allocate Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

An Allocate Shareholder who has any questions relating to the Offer, or who is in any doubt as to how to complete the Form of Acceptance should contact Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephone and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial legal or tax advice.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Bidco's website at www.acornbid.com.

Settlement

Settlement of consideration to which any accepting Allocate Shareholder is entitled under the Offer will be despatched as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects by 1.00 p.m. on the date of this announcement, within 14 days; or (ii) in the case of acceptances which are valid and complete in all respects and received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Further information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 28 October 2014.

Important Notices

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as financial adviser to Bidco and HgCapital and no one else in connection with the Offer and shall not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or any matter referred to in this Announcement.

William Blair, which is regulated by the Financial Conduct Authority in the UK, is acting as lead financial adviser to Allocate and no-one else in connection with the Offer and shall not be responsible to anyone other than Allocate for providing the protections afforded to customers of William Blair nor for affording advice in relation to the Offer or any matter referred to in this Announcement.

Numis, which is regulated by the Financial Conduct Authority in the UK, is acting as the joint financial adviser, nominated adviser and corporate broker to Allocate and no one else in connection with the Offer and shall not be responsible to anyone other than Allocate for providing the protections afforded to clients of Numis nor for providing advice in relation to the Offer or any matter referred to in this Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of an Offer Document and the Form of Acceptance accompanying the Offer Document, which shall contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted.

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

The Offer shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the Financial Conduct Authority.

This announcement does not constitute a prospectus or prospectus equivalent document.