Offer Document Posted

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

FOR IMMEDIATE RELEASE

28 NOVEMBER 2016

RECOMMENDED CASH ACQUISITION

of

ALTERNATIVE NETWORKS PLC

by

DAISY INTERMEDIATE HOLDINGS LIMITED

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 21 November 2016, Alternative Networks plc ("Alternative Networks") and Daisy Intermediate Holdings Limited ("Daisy") announced that they had agreed the terms of a recommended all cash acquisition pursuant to which the entire issued and to be issued share capital of Alternative Networks is to be acquired by Daisy (the "Acquisition"). It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement of Alternative Networks under Part 26 of the Companies Act (the "Scheme").

The Scheme will require, among other things, the approval of the Scheme Shareholders and the sanction of the Court. Accordingly, Alternative Networks is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme, an indicative timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by the Scheme Shareholders and Alternative Networks Shareholders in connection with the Meetings is being published and posted to Alternative Networks Shareholders today.

As described in the Scheme Document, in order to approve the terms of the Acquisition, Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and Alternative Networks Shareholders will need to vote in favour of the Special Resolution to be proposed at the General Meeting. The Scheme will also require the sanction of the Court. Along with the Scheme Document, Alternative Networks Shareholders will receive Forms of Proxy required to vote at the Court Meeting and the General Meeting. Alternative Networks Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting.

The Court Meeting and the General Meeting are scheduled to be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP on 19 December 2016, with the Court Meeting scheduled to commence at 10.00 a.m. and the General Meeting scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Actions to be taken by Alternative Networks Shareholders in respect of the Court Meeting and the General Meeting are set out in the Scheme Document. Alternative Networks Shareholders who hold their Alternative Networks Shares in uncertificated form are asked to complete, sign and return their Forms of Proxy in accordance with the instructions set out in the Scheme Document and in the Forms of Proxy as soon as possible but, in any event, so as to be received by the Receiving Agent, Capita Asset Services, not later than 48 hours before the relevant Meeting. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Registrar, on behalf of the chairman of the Court Meeting, at the start of the Court Meeting. However, in the case of the General Meeting, if the white Form of Proxy is not lodged by the relevant time, it will be invalid.

Subject to the approval of Scheme Shareholders at the Court Meeting, the passing of the Special Resolution by Alternative Networks Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or (if applicable) waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become Effective on 23 December 2016. The expected timetable of principal events for the implementation of the Acquisition is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made via the Regulatory News Service of the London Stock Exchange.

Alternative Networks Shareholders should be aware that, on completion of the Acquisition, the Company will become a wholly-owned subsidiary of Daisy and should further note that, if the Scheme is approved at the Meetings and the Acquisition becomes Effective, trading in the Alternative Networks Shares on AIM will be cancelled. A request will be made to the London Stock Exchange to cancel trading in the Alternative Networks Shares on AIM at 7.00 a.m. on the first Business Day following the Effective Date without seeking the separate approval of Alternative Networks Shareholders under Rule 41 of the AIM Rules for Companies.

It is also expected that trading in the Alternative Networks Shares on AIM will be suspended from 7.30 a.m. on 22 December 2016. Following the cancellation of admission to trading on AIM, Alternative Networks Shares will not be quoted on any stock exchange or trading platform in the United Kingdom or elsewhere.

EXPECTED TIMETABLE OF PRINICPAL EVENTS

Enquiries:

Alternative Networks

Gavin Griggs Tel: +44 (0) 870 190 7444

Investec Bank plc (Rule 3 adviser, nominated adviser and joint corporate broker to Alternative Networks)

Patrick Robb Tel: +44 (0) 20 7597 5000

Andrew Pinder

Carlton Nelson

N M Rothschild & Sons Limited (Financial adviser to Alternative Networks)

Warner Mandel Tel: +44 (0) 20 7280 5000

Stephan Bocklet

finnCap Limited (Joint corporate broker to Alternative Networks)

Stuart Andrews Tel: +44 (0) 20 7220 0565

Bell Pottinger Financial & Corporate (Public relations adviser to Alternative Networks)

Elly Williamson Tel: +44 (0) 20 3772 2500

Anna Legge

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the "Announcement").

Disclaimers

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Alternative Networks and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Alternative Networks for providing the protections afforded to clients of Investec nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Alternative Networks and for no one else in connection with the Acquisition and the contents of this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Alternative Networks for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to herein.

finnCap Limited ("finnCap"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Alternative Networks and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Alternative Networks for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any approval, decision or other response to the Acquisition and/or the Scheme should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and the Scheme once it has been dispatched.

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas shareholders

The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Alternative Networks Shares at the Court Meeting and/or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Alternative Networks Shares in respect of the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Daisy will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Daisy were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Daisy and no one else. In addition to any such Takeover Offer, Daisy, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Alternative Networks outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Alternative Networks' website at www.alternativenetworks.com/investors/ by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of that websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Investec on +44 (0) 20 7597 5000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.