Form 8 (OPD) (Acorn Bidco Limited)

(a) Identity of the party to the offer making the disclosure:

Acorn Bidco Limited ("Bidco"), a vehicle formed by or on behalf of funds managed by Hg Pooled Management Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

Hg Pooled Management Limited

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

Allocate Software Plc ("Allocate")

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

13 October 2014

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

Class of relevant security:

Ordinary shares of 5p each

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Derivatives (other than options):

Nil

-

Nil

-

(3) Options and agreements to purchase/sell:

Nil

-

Nil

-

TOTAL:

Nil

-

Nil

-

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

In total, Bidco has received irrevocable undertakings in respect of 32,190,264 issued Allocate ordinary shares representing, in aggregate, approximately 47.1 per cent. of the issued ordinary share capital of Allocate on 13 October 2014.

The Allocate directors who hold Allocate ordinary shares have irrevocably undertaken to vote in favour of the scheme of arrangement in respect of their entire beneficial holdings of 1,604,984 Allocate ordinary shares (representing, in aggregate, approximately 2.3 per cent. of the issued ordinary share capital of Allocate on 13 October 2014, being the last practicable date prior to the publication of this announcement) as outlined below:

The irrevocable undertakings given by the Allocate directors named in the table above will remain binding if a higher competing offer for the entire issued and to be issued share capital of Allocate is made, but will cease to be binding: (i) unless the scheme of arrangement is announced substantially on the terms and subject to the conditions set out in the announcement; (ii) if the Scheme Document (or offer document, as applicable) is not published within 28 days of the date of issue of the announcement (or such later date as the Panel may agree); (iii) if the scheme of arrangement does not become effective (or the Offer, as applicable, does not become wholly unconditional) on or before 22 April 2015; or (iv) if the scheme or arrangement lapses or is withdrawn.

The irrevocable undertakings from Herald Investment Management Ltd, Kabouter Management LLC, Hargreave Hale, and GVO Investment Management Ltd are in respect of 30,585,280 Allocate ordinary shares representing, in aggregate, approximately 44.8 per cent. of the issued ordinary share capital of Allocate on 13 October 2014, being the last practicable date prior to the date of this announcement as outlined below:

The irrevocable undertakings from Herald Investment Management Ltd, Kabouter Management LLC and GVO Investment Management Ltd, in respect of their respective holdings of 10,536,477, 7,690,108 and 5,691,535 Allocate ordinary shares, representing in aggregate approximately 44.8 per cent. of the ordinary share capital of Allocate in issue on 13 October 2014 (being the last practical date prior to the publication of the announcement), will cease to be binding if, inter alia, (i) in the case of the undertaking given by Herald Investment Management Limited, a third party makes or announces a firm intention to make an offer for Allocate on terms which represent an improvement of more than 16.95 pence per share on the value of the cash consideration; (ii) in the case of the undertaking given by Kabouter Management LLC, a third party makes or announces a firm intention to make an offer for Allocate on terms which represents an improvement of more than 16.95 pence per share on the value of the cash consideration; (iii) in the case of the undertaking given by GVO Investment Management Ltd, a third party makes or announces a firm intention to make an offer for Allocate on terms which represent an improvement of greater than 15.5 pence per share to the value of the 153.55 pence not later than 21 days after the date of the Scheme Document; and (iv) in the case of the undertaking given by Hargreave Hale, a third party makes or announces a firm intention to make an offer for Allocate on terms which represents an improvement of more than 16.95 pence per share on the value of the cash consideration.

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

None

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

14 October 2014

David Issott

020 7 089 7888