Continuation of Investing Policy

AimShell Acquisitions Plc (the 'Company')

Suspension of Trading in the Company's Ordinary Shares

Continuation of Investing Policy

and

Notice of General Meeting 

On 23 November 2012, the Company completed the disposal of its trading subsidiaries to certain members of its management, along with external investors. At that time, the Company was reclassified as an Investing Company pursuant to AIM Rule 15 (Fundamental Changes of Business). AIM Rule 15 requires that a company that has become an Investing Company due to a fundamental disposal either completes a reverse takeover transaction or otherwise substantially implements its investing policy within 12 months of completing a fundamental disposal. If an AIM Company fails to meet either of these criteria within 12 months, trading in its shares is suspended. The Company's Ordinary Shares will be suspended from trading on AIM, with effect from, 7.30 a.m. on 25 November 2013.

It is now approaching 12 months from the date of AimShell's fundamental disposal, and as yet the Company has been unable to execute a transaction that would constitute either a reverse takeover or the substantial implementation of its Investing Policy. In the circular dated 6 November 2012 that was sent to shareholders to approve the disposal of the Company's former trading business, Autoclenz Limited, the Company committed that in the event that trading in its shares was suspended, a general meeting would be held to consider whether to continue searching for investment opportunities, or to wind up the Company and distribute any surplus cash back to Shareholders. The general meeting to be held on 5 December is intended to fulfil that commitment.

The General Meeting will be held at 11.00 a.m. on 5 December 2013 at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES

A circular, containing further details of the Proposals has been posted to Shareholders and will be available on the Company's website www.aimshell.co.uk

Enquiries:

James Leek, Chairman

07966 528 295

AimShell Acquisitions plc

Ross Andrews/John Depasquale

0161 831 1512

Zeus Capital Ltd

INTRODUCTION

On 23 November 2012, the Company completed the disposal of its trading subsidiaries to certain members of its management, along with external investors. At that time, the Company was reclassified as an Investing Company pursuant to AIM Rule 15 (Fundamental Changes of Business). AIM Rule 15 requires that a company that has become an Investing Company due to a fundamental disposal either completes a reverse takeover transaction or otherwise substantially implements its investing policy within 12 months of completing a fundamental disposal. If an AIM Company fails to meet either of these criteria within 12 months, trading in its shares is suspended. The Company's Ordinary Shares will be suspended from trading on AIM, with effect from, 7.30 a.m. on 25 November 2013.

It is now approaching 12 months from the date of AimShell's fundamental disposal, and as yet the Company has been unable to execute a transaction that would constitute either a reverse takeover or the substantial implementation of its Investing Policy. In the circular 6 November 2012 that was sent to shareholders to approve the disposal of the Company's former trading business, Autoclenz Limited, the Company committed that in the event that trading in its shares was suspended, a general meeting would be held to consider whether to continue searching for investment opportunities, or to wind up the Company and distribute any surplus cash back to Shareholders. The general meeting to be held on 5 December is intended to fulfil that commitment.

SUSPENSION OF TRADING IN THE ORDINARY SHARES

As the Company has not yet substantially implemented its Investment Policy nor concluded a reverse take-over, in accordance with the AIM Rules, the trading facility in the Ordinary Shares will cease with effect from the commencement of business on 25 November 2013. The last time that the Ordinary Shares will be able to be traded on AIM will therefore be 4.30 p.m. on 22 November 2013. The Ordinary Shares will remain suspended for 6 months and then the Company' s listing on AIM will be cancelled, unless the Company has completed a reverse takeover transaction or otherwise substantially implements its investing policy by that date. Shareholders will not be able to buy or sell Ordinary Shares on the market following suspension of the trading facility. If you are unsure as to the action to take you are recommended to seek your own independent financial advice without delay. Please refer to paragraph titled "Dealing" below for further information on dealing.

ACQUISITION SEARCH PROGRESS

Over the past 12 months, the Directors, in conjunction with the Company's Nominated Adviser, have reviewed approximately 25 potential investment opportunities, and reached an advanced stage of negotiations with two of these. One of the businesses favoured by your Directors was in a competitive position and AimShell narrowly missed out to a larger organisation which was considered by the Target's board to offer greater name awareness amongst Target's customers. In almost all other cases, negotiations broke down due to a difference between the valuation expectations of the existing shareholders of the target companies, and the valuation considered reasonable by your Directors, having considered both the historic and projected revenues and profits of the target.

However the Company is currently in discussions with two potential target companies, with a view to a reverse takeover transaction. One of these operates in the claims management sector and the other is a mobile payments business. Whilst the probability of completion of a transaction cannot be quantified at this time, the Directors believe that it is possible that one of these discussions might result in an agreement in principle being reached which can be put to a shareholder vote to determine whether to proceed with the transaction. Other potential acquisitions may also arise for consideration which might deliver a greater return to shareholders than that achieved by winding up the company, but the Directors are mindful of the time which has passed since the disposal and that at some point some shareholders will appreciate the certainty of a return of assets. If the Directors believe at any time during the next 6 months that no suitable acquisition will be found they will convene another General Meeting to approve the return of assets to shareholders as explained in paragraph 4 below. The Directors have made every effort to keep the running costs of the Company low, and as a result the cost to Shareholders of continuing to search for a suitable acquisition is expected to be minimal, notwithstanding that if negotiations with a target company are successful, due diligence and transaction costs may be incurred prior to a Shareholder vote being held.

It is the view therefore of the Directors, that Shareholders' interests are best served by allowing the Company to continue to pursue acquisition opportunities (both those currently in negotiations and any new opportunities that might arise with the overall aim of delivering a return to shareholders greater than that achieved by winding up the Company).

RETURN TO SHAREHOLDERS IN THE EVENT OF NO ACQUISITION BEING AGREED

Shareholders are reminded that in the half year report to 30 June 2013,our net assets were stated as being approximately 37p per share including the £1 million loan note due from the purchaser of the Autoclenz trading business. We expect to receive payment of the first instalment of principal for £333,333 on 23 November 2013 and after this the net assets of 37p will comprise approximately 30p cash and 7p balance of the loan note due over the next 2 years and carrying interest at 7 per cent..

In the event of no suitable acquisition being completed within the next 6 months, or the directors being of the opinion that none is likely to be found and it is therefore desirable to return funds to shareholders as soon as possible, the Directors will convene another General meeting to approve the winding up the Company and distributing cash back to shareholders, together with appropriate arrangements for any balance outstanding on the loan note.

GENERAL MEETING

At the General Meeting, a Resolution will be proposed to approve the Company Investing Policy for an additional period of 6 months, i.e. until such point as the Company's AIM listing would otherwise be cancelled by the exchange following 6 months of suspension of trading in its shares. .

The Resolution seeks Shareholder approval for the Company to continue to search for acquisitions for a further 6 months from 24 November 2013. This Resolution is proposed as an ordinary resolution and will be passed if more than 50 per cent. of the votes cast are in favour.

ACTION TO BE TAKEN

Shareholders will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting, you are requested to complete and sign the enclosed Form of Proxy and return it, in accordance with the instructions printed on it or by hand, to the Company's registrars, Capita Asset Services, so as to be received as soon as possible and, in any event, by no later than 11.00 a.m. on 3 December. Completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so (and are so entitled).

If you are in any doubt as to how to complete the Form of Proxy, please contact the Shareholder helpline on 0871 664 0300 (if calling from within the United Kingdom), calls to this number are charged at 10p per minute plus network extras. This helpline is open from 9.30 a.m. to 5.30 p.m., Monday to Friday. Capita Asset Services will not be able to provide any financial advice. For financial advice, including taxation advice, you will need to consult your own independent professional adviser.

DEALING

This circular is being sent to you so that Shareholders have notice ahead of the date when they are no longer able to deal through the Stock Exchange during any suspension period in the shares of the Company. For the avoidance of doubt shareholders are informed that the Directors do not intend to sell any shares during the period prior to suspension and consider themselves not subject to any inside information which would prevent them from buying shares during such period. In addition, the normal share registration and transfer procedure remains open during any suspension period so that parties who wish to buy or sell shares, during the suspension period on a private bargain basis and in a certificated format, are able to do so.

RECOMMENDATION

The Directors believe that the continuation of the Investment Policy is in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution, as the Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 1,155,198 Ordinary Shares, representing approximately 11.1 per cent. of the existing ordinary share capital of the Company.