Equity placing to recapitalise Snoozebox

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, BY ANY MEANS OR MEDIA, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

Neither this Announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful.

30 May 2013

Snoozebox Holdings plc

("Snoozebox" or the "Company")

Equity placing to recapitalise Snoozebox

·; £10.1 million equity placing

·; Proceeds will fund short term working capital requirements and investment in business development and new capacity

·; New shares placed at 24 pence

Snoozebox (AIM: ZZZ), a leading provider of portable hotel accommodation, has conditionally raised gross proceeds of £10.1 million through a placing of 42,273,000 new ordinary shares of 1 pence each in the capital of the Company ("Placing Shares") (the "Placing"). The funds are being raised predominantly from existing institutional investors and the Company's Directors.

The Placing Shares, which will represent 38.8% of Snoozebox's issued share capital following completion of the Placing, have been conditionally placed by Panmure Gordon at a price of 24 pence per share (the "Placing Price"). The Placing Price represents a 4% discount to the closing middle market price of 25 pence on Wednesday 29 May 2013, being the last trading day immediately preceding the date of this announcement.

The Placing is conditional, inter alia, upon the admission of the Placing Shares to trading on AIM, and the resolutions to approve the issue being passed at a forthcoming General Meeting. The Directors believe that the Placing is in the best interests of the Company and its shareholders. If the resolutions to approve the Placing were not to be passed, and no alternative option was found for near term funding, the Directors would have to take steps to cease trading. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions, as they have irrevocably committed to do in respect of their own beneficial holdings of ordinary shares amounting to, in aggregate, 950,000 ordinary shares, representing approximately 1.4% of the current issued share capital.

David Morrison, Executive Chairman of Snoozebox, commented:

"We are grateful to our institutional shareholders for their continued support for the business. The placing announced this morning will enable the company to fulfil its contractual commitments this year and next, as well as provide necessary fuel for growth. Notwithstanding the problems of recent months, we believe that the potential of the company remains undiminished and we look forward with optimism."

A circular to shareholders, including a notice convening a General Meeting, will be dispatched shortly and will also be available on the Company's website at www.snoozebox.com.

Enquiries:

Snoozebox Today via College Hill

David Morrison, Executive Chairman 020 7457 2020

Panmure Gordon 020 7886 2500

Investment Banking:

Fred Walsh

Ben Roberts

Duncan Monteith

Corporate Broking:

Adam Pollock

Charles Leigh-Pemberton

College Hill  020 7457 2020

Matthew Smallwood

Justine Warren

Additional details of the transaction

1) Details of the Placing

The Company has conditionally raised gross proceeds of £10.1 million (approximately £9.5 million net) through the issue of the Placing Shares. The Placing Price represents a discount of 4% to the closing mid-market price of 25 pence on Wednesday 29 May2013, being the last dealing day prior to the announcement of the Placing.

The Placing Shares will rank pari passu with the existing Ordinary Shares in all respects including the right to receive all dividends or other distributions declared, made or paid by the Company by reference to record dates falling after their respective dates of allotment.The Placing Shares will represent 38.8% of Snoozebox's issued share capital following completion of the Placing. Following Admission, the Company will have 108,804,727 Ordinary Shares in issue.

The Placing is conditional, inter alia, upon:

• The Resolutions to approve the issue being passed at the forthcoming General Meeting; and

• Admission occurring on or before 8.00 a.m. on Friday 21June 2013 (or such later date as the parties may agree).

2) Background to and reasons for the Placing

The Company announced on Friday 26 April 2013 that, following the appointment of Lorcán Ó Murchú as Group Finance Director, a new executive committee of the Board ("Executive Committee") chaired by David Morrison would manage the business. On Friday 17 May 2013 the Company announced that, following a review of the Company's business and operations, a reorganisation of the business would be necessary and further capital would be required both to support the 2013 trading programme and to fund the pipeline of opportunities. The Company has already announced the resignations of Robert Breare and Chris Upton as directors and employees of the Company.

The review of the business identified a number of serious commercial and financial problems. The review also identified the strengths of the business:

·; the Directors believe it to be the UK market leader in providing portable accommodation solutions;

·; it has invested £17.9 million in 578 Snoozebox rooms to date;

·; Snoozebox will be present in 2013 at all of the annually recurring events at which it appeared in 2012 and will be at five more;

·; it has opened a 58 room hotel, the "Crash Pad", at Thorpe Park;

·; the Company has developed an efficient logistics operation; and

·; it has a strong business development pipeline.

The Executive Committee consists of David Morrison as Executive Chairman, Lorcán Ó Murchú as Group Finance Director, Gary Thomson as Chief Operating Officer, and Jonathan Goold as interim Head of Sales and Marketing. Jonathan is an event industry specialist, both in the UK and Asia, and was previously a Director of Earls Court & Olympia Group and Managing Director of Clarion Events.

A review of the event schedule for 2012 has resulted in the withdrawal from two events on account of inadequate profitability. The sales and marketing function will focus on analysis of the event markets, on pricing and costs, and on timely programmes to sell the rooms available. Headcount is also being reviewed and reductions will be effected where appropriate.

The review has demonstrated to the Board that the Events market is capable of providing Snoozebox with a profitable and predictable revenue stream, provided that room pricing and occupancy rates are optimised through effective sales and marketing and, in addition, there is tighter control of costs. The Executive Committee considers event organisers, sponsors and media as key customers going forward in addition to the current B2C offering.

The Board considers the Semi-Permanent and Contrax business segments to be priority development opportunities. The Company is also evaluating potential business development in specialist markets, such as Local Authority temporary housing and facilities for medical providers. The Directors anticipate that these types of application of the Snoozebox concept may provide long term and stable income.

The Semi-Permanent deployments already established by Snoozebox are those at Silverstone and at Thorpe Park, both operating for up to a year. The Company is in discussions for a further deployment at Thorpe Park and new deployments at Donington Park, Bluewater and Stoneleigh Park.

The Contrax division of Snoozebox has contracted to provide accommodation for 1,350 personnel in support of the G8 summit taking place in June 2013 in Northern Ireland. The Company has submitted proposals to supply accommodation and related services to support a multi-year construction project in Northern Europe, and to support a natural resources exploration programme in West Africa.

Snoozebox has had discussions with potential joint venture partners and licencees to develop Snoozebox businesses in several territories, including the USA, Russia, the Middle East and India. The Directors consider that these initiatives are unlikely to result in any material revenue in 2013. The Directors intend, however, to devote management resource to investigating further international opportunities, the potential partners (where appropriate), the capital required and the likely return.

In summary, the Directors consider that the underlying Snoozebox business is sound and, with effective management, can take advantage of the business development opportunities described above. The business requires capital immediately in order to continue trading, to finance the working capital associated with delivering the 2013 events programme, the costs associated with a reorganisation of the management team and provision for liabilities previously incurred. Furthermore, the Company requires financial resources to take advantage of the business development pipeline.

3) Use of proceeds

It is expected that the Placing proceeds will be used to:

·; finance the Company's short term working capital requirements; and

·; provide capital for business development and new capacity.

4) Directors' Holdings

* The interests of David John Morrison in the Ordinary Shares (including the Placing Shares subscribed for by him) are held through Prospect Investment Management Limited, a company he controls

5) General meeting

The Placing is conditional on the passing of three resolutions ("the Resolutions") to be considered at a general meeting of the Company to take place at the office of Panmure Gordon, at One New Change, Cheapside, London, E3 2EB (entrance at Watling Street), on Monday 17 June 2013 at 9.30 a.m. (the "General Meeting"). The Resolutions are as follows:

·; Resolution 1 is an ordinary resolution to authorise the Directors to allot the Placing Shares;

·; Resolution 2 is an ordinary resolution to allow the Directors to subscribe for Placing Shares; and

·; Resolution 3 is a special resolution to disapply statutory pre-emption rights in relation to the issue of the Placing Shares.

A notice convening the General Meeting will be included in the Circular to shareholders.

6) Recommendation

The Directors believe that the Placing is in the best interests of the Company and its shareholders. If the Placing were not to be approved, and no alternative option was found for near term funding, the Directors would have to take steps to cease trading. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions, as they have irrevocably committed to do in respect of their individual holdings, which amount, in aggregate, to approximately 1.4% of the current issued share capital of the Company.