Issue of Equity

 Theo Fennell PLC

Issue of Equity

The Board of Theo Fennell plc announces that it has today issued to Mirfield 1964 plc ("Mirfield") one ordinary share of 5p in the capital of the Company (the "Share Issue") at a price of 12p. As announced on 1 August 2013, the board of Mirfield and the Independent Directors of Theo Fennell plc have reached agreement on the terms of a recommended cash offer, with share alternative, to be made by Mirfield for the whole of the issued share capital of the Company (the "Acquisition"). It is proposed that the Acquisition will be made by way of a Court -sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The Share Issue has been undertaken in order to take advantage of an exemption provided by s593 of the Companies Act 2006 without which an independent valuation of the shares in the Company would be required in order to give effect to the Scheme. The Panel on Takeovers and Mergers has confirmed that the Share Issue has no consequences insofar as the City Code on Takeovers and Mergers is concerned.

Application has been made to AIM for the one share to be admitted to trading and admission is expected to take place on 24 September 2013. Following admission there will be a total of 23,159,030 ordinary 5p shares in issue.

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