Placing

EITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 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 OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

16 April 2014

Snoozebox Holdings plc

("Snoozebox" or the "Company")

Placing to raise up to £11 million

Notice of General Meeting

Proposed fundraising through a conditional Placing to raise up to £11 million.

Snoozebox, a leading provider of portable hotel accommodation, announces today a proposed fundraising to raise up to £10 million before expenses by way of a Firm Placing and up to £1 million in an Additional Placing at a price of 10 pence per Placing Share.

Capitalised terms and expressions used in this Announcement are defined unless stated otherwise.

Highlights

· 100 million Ordinary Shares conditionally placed firm with institutional and other investors to raise £10 million ("Firm Placing").

· Up to 10 million additional Ordinary Shares to be offered to Discretionary PCBs and other Qualified Investors to raise up to £1 million ("Additional Placing").

· Free warrant to subscribe for one Ordinary Share for every one Ordinary Share subscribed pursuant to the Firm Placing and the Additional Placing at the Placing Price.

· Placing price of 10 pence per share represents a discount of 13 per cent. to the closing mid-market price on 15 April 2014 (being the latest practicable date prior to the date of this Announcement).

· Proceeds of the Placing will be used to fund the construction of the next generation of hotel room stock and hospitality units.

The Firm Placing and the Additional Placing are conditional, inter alia on the approval by Shareholders at a General Meeting to be held on 6 May 2014 and on the Admission of the Placing Shares to trading on AIM. The Directors believe that the Placing is in the best interests of the Company and its Shareholders. Accordingly they recommend that Shareholders vote in favour of the resolutions to be proposed at the General Meeting as they have irrevocably committed to do in respect of their own beneficial holdings of Ordinary Shares amounting to, in aggregate, 3,553,600 Ordinary Shares, representing approximately 3.3% of the current issued share capital of the Company.

The Company has been advised on the Placing by Panmure Gordon. If you are a Discretionary Private Client Broker (PCB) or Qualified Investor and wish to subscribe in the Additional Placing please contact Ross Penney at Panmure Gordon on 020 7886 2500.

Commenting on the proposals David Morrison, Chairman of Snoozebox, said:

"We are delighted by the support we have for the roll-out of our next generation hotel accommodation which is more efficient and more portable."

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

Enquiries:

Website: www.snoozebox.com  

Additional details of the Placing

INTRODUCTION

On 11 December 2013, the Company announced the outcome of the business review undertaken by the new executive team appointed in the second quarter of 2013, led by David Morrison, Chairman, and Lorcán Ó Murchú who joined the Company in April 2013 as Chief Financial Officer and was appointed Chief Executive in February 2014.

One of the conclusions of the review was that although the current version of Snoozebox delivers a high quality room experience it does not deliver the efficiency and portability that is required to scale the business and capitalise on the clear opportunity in the events market in both the UK and overseas. The Company is enjoying a strong business development pipeline and a key conclusion of the business review was that there is a compelling events opportunity which builds further on Snoozebox's leadership in this sector in the UK. In order to capitalise on the demand, the Company must evolve its product range. To maintain leadership in the market, the Company also reported in December 2013, that it would warrant investment on a scale that requires future funding.

The Company has made substantial progress on this and the next generation product is designed, ready to build and will reduce deployment time and cost. The integration of systems and ancillaries minimises the assembly process, thereby reducing overhead costs. The resultant reduction in the deployment time from one week to one day opens up the potential to increase revenue per room. The next generation hotel rooms are planned to be available in the fourth quarter of 2014. The build programme will commence immediately and be completed in advance of the start of the 2015 events season.

In addition to the next generation of hotel room stock, the Company is also proposing to build hospitality units to enhance the guest experience and drive further revenues.

Since coming to market, the Company has seen the emergence of demand for longer term semi-permanent deployments and the existing hotel room stock will be used to service this demand.

USE OF THE PROCEEDS FROM THE PLACING

The Company proposes to raise up to £11 million pursuant to the Placing.

The net amount of cash available to the Company following the Placing will be approximately £9.4 million, which is to be used to fund a build programme of the next generation hotel room stock and hospitality units.

DETAILS OF THE PLACING, THE PLACING AGREEMENT AND THE WARRANT INSTRUMENT

The Placing

The Directors are proposing to raise additional capital for the Company by way of a placing to institutional and other investors of up to 110,000 000 Placing Shares to raise up to £11 million (before expenses). Ordinary Shares will be issued under the Placing at a price of 10 pence per share which represents a discount of 13% to the closing middle price of 11.5p per Ordinary Share on 15 April 2014, (being the latest practicable date prior to the date of this Announcement). The Placing Shares to be issued by the Company pursuant to the Placing will represent approximately 47.9 per cent. of the Enlarged Share Capital following Admission.

Under the Firm Placing, 100,000,000 Firm Placing Shares, representing £10 million, in aggregate, at the Placing Price, will be placed firm with certain institutional and other investors.

Under the Additional Placing, Discretionary PCBs and other Qualified Investors (who are also Exempt Persons) may subscribe for up to 10,000,000 Additional Placing Shares, representing £1 million, in aggregate, at the Placing Price.

The latest time and date by which Discretionary PCBs and other Qualified Investors (who are also Exempt Persons) may contact Panmure Gordon in connection with the Additional Placing is 5.00 p.m. on 16 April 2014 (although Panmure Gordon and the Company may, in their absolute discretion, jointly agree to close the Additional Placing at such earlier time as they deem appropriate, in which event, an announcement will be made as to the revised time). Allocations of the Additional Placing Shares (if any) will be made at the absolute discretion of Panmure Gordon and the Company.

Qualified Investors (who are also Exempt Persons) who wish to subscribe for Additional Placing Shares will be required to enter into a placing letter with Panmure Gordon in which they will be required to provide certain representations and warranties to Panmure Gordon including, without limitation, that they are Exempt Persons and Qualified Investors and, in relation to Discretionary PCBs, that they are engaged by their clients on terms that enable them to make decisions concerning the acceptance of offers of transferable securities on their clients' behalf without reference to such clients. Any persons who are unable to provide such representations and warranties should not apply for Placing Shares, whether in connection with the Additional Placing or otherwise, and the offer of Placing Shares pursuant to the Placing is not being made to them. If you are in any doubt you should seek professional advice before taking any further action in respect of the Placing.

It is expected that the Placing Shares to be held in uncertificated form will be delivered in CREST on 7 May 2014 (but in any event by no later than 21 May 2014) and that, where applicable, share certificates for the Placing Shares to be held in certificated form will be despatched by first class post by 7 May 2014 (but in any event by no later than 21 May 2014).

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is anticipated that trading in the Placing Shares will commence on AIM at 8.00 am on 7 May 2014 (but in any event by no later than 21 May 2014). No application will be made for the Placing Warrants to be admitted to trading on AIM.

The Placing Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Admission.

The Placing is conditional upon:

1. the Resolutions to be proposed at the General Meeting being passed without amendment;

2. the Placing Agreement becoming unconditional in all respects (save for Admission) and it not having been terminated in accordance with its terms; and

3. admission of the Placing Shares to trading on AIM becoming effective by not later than 8.00 am on 7 May 2014 (or such later time and date as the Company and Panmure Gordon may agree, not being later than 8.00 am on 21 May 2014).

The Placing Shares and the Placing Warrants are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Panmure Gordon as agent for the Company has agreed conditionally to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not underwritten.

The Placing Agreement contains warranties from the Company and the Directors in favour of Panmure Gordon in relation to, inter alia, the accuracy of the information contained in this Circular and certain other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Panmure Gordon in relation to certain liabilities it may incur in respect of the Placing.

The obligations of Panmure Gordon under the Placing Agreement in respect of the Placing are conditional upon, inter alia, (i) Shareholders passing the Resolutions at the General Meeting; (ii) the Company and the Directors complying with their respective obligations under the Placing Agreement; and (iii) Admission becoming effective on or before 8.00 am on 7 May 2014 (or such later date as the Company and Panmure Gordon may agree, but not later than 21 May 2014).

Panmure Gordon may terminate the Placing Agreement in specified circumstances, including for breach of warranty at any time prior to Admission, and if a force majeure event occurs at any time prior to Admission. If the conditions of the Placing Agreement are not fulfilled on or before the relevant date in the Placing Agreement, subscription monies will be returned to Placees without interest as soon as possible thereafter.

In consideration for the services to be provided to the Company by Panmure Gordon in connection with the Placing and Admission, the Company has agreed to pay Panmure Gordon certain fees and commissions and certain other costs and expenses incidental to Admission and/or the Placing.

Warrant Instrument

The Warrant Instrument constitutes warrants to subscribe for up to 110,000,000 Ordinary Shares at the Placing Price. The Placing Warrants must be exercised by 15 December 2014, failing which they will lapse.

DIRECTORS' SHAREHOLDINGS

It is proposed that all of the Directors will participate in the Placing. The Directors propose to subscribe for an aggregate of 2,450,000 Placing Shares, representing 2.45 per cent. of the Placing Shares.

* 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.

** The interests of Richard James Guy Davies are held as to 200,000 in his own name and 41,600 in a pension AVC

*** The interest of Stephen John East and Hugh Carron Scrimgeour are held through SIPPS

GENERAL MEETING

The General Meeting of the Company will be held at the offices of Panmure Gordon at One New Change, London EC4M 9AF at 9.30 am on 6 May 2014. The business to be considered at the General Meeting is:

Resolution 1 - Authority to allot Ordinary Shares

Resolution 2 - Authority to allot warrants to subscribe for Ordinary Shares pursuant to the Warrant Instrument

Resolution 3 - Directors' participation in the Placing

Resolution 4 - Disapplication of statutory pre-emption rights

If Resolutions 1, 2, 3 and 4 are passed by Shareholders at the General Meeting but the Placing does not complete, the Company undertakes not to use the authorities granted to them by such Resolutions and to rely only on the authorities to allot Ordinary Shares free of pre-emption rights granted to the Directors at the Annual General Meeting of the Company held on 29 May 2013.

PLACING STATISTICS

Note:

Net proceeds are stated after deduction of estimated total expenses of approximately £600,000 (excluding VAT)

EXPECTED TIMETABLE OF EVENTS

Notes:

(1) All times referred to in this Circular are, unless otherwise stated, references to London times.

(2) Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.

(3) If you have any questions relating to the action you should take in relation to the General Meeting, please telephone the Company's registrars, Capita Registrars' shareholders helpline on the following number: 0871 664 0300 (Lines are open Monday - Friday 8:30am to 5:30pm. Calls cost 10p per minute, plus network extras). Please note that for legal reasons this helpline will only be able to provide practical information and will not provide advice on the merits of the business of the General Meeting or give any financial or taxation advice. For financial and taxation advice you will need to consult an appropriately qualified independent adviser.

RESPONSIBILITY

The Directors, whose names are set out in this document, accept responsibility for the information set out in this document. To the best of the knowledge and belief of the Directors (who have taken reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

RECOMMENDATION

The Directors believe that the Placing and the approval of the Resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions at the General Meeting, as they intend to do in respect of their own beneficial holdings of Ordinary Shares amounting to, in aggregate, 3,553,600 Ordinary Shares, representing approximately 3.3 per cent. of the Existing Ordinary Shares.

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

Additional Placing the conditional placing of the Additional Placing Shares, to satisfy subscriptions by Discretionary PCBs and other Qualified Investors (who are also Exempt Persons) at the Placing Price

Additional Placing Shares up to 10,000,000 new Ordinary Shares

Admission admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies

AIM the market of that name operated by the London Stock Exchange

AIM Rules the AIM Rules for Companies and the AIM Rules for Nominated Advisers published by the London Stock Exchange (as amended from time to time) governing admission to and the operation of AIM

Business Day a day on which banks are open for business in London (excluding Saturdays, Sundays and public bank holidays in the UK)

Circular the circular to Shareholders to be dated, 17 April 2014

Companies Act the Companies Act 2006 (as amended)

Company or Snoozebox Snoozebox Holdings plc, a public company incorporated in England and Wales with Company number 8013887

CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland which facilitates the transfer of title to shares in uncertificated form

Directors or Board the directors of the Company at the date of the Circular whose names are set out in the Circular

Discretionary PCBs private client brokers who are Qualified Investors and who are engaged by their clients on terms which enable them to make decisions concerning the acceptance of offers of transferable securities on their clients' behalf without reference to such clients

Enlarged Share Capital the Ordinary Shares in issue following completion of the Placing

Exempt Persons a person of a kind described in (i) paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals); and/or (ii) paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)

Existing Ordinary Shares the 108,840,727 Ordinary Shares in issue at the date of this announcement

FCA the UK Financial Conduct Authority

Firm Placing the firm placing of the Firm Placing Shares with institutional and other investors

Firm Placing Shares 100,000,000 new Ordinary Shares at the Placing Price

Form of Proxy the form of proxy for use by Shareholders at the General Meeting to be enclosed with the Circular

General Meeting the general meeting of the Company to be held at the offices of Panmure Gordon at One New Change, London EC4M 9AF at 9.30 am on 6 May 2014, notice of which will be set out at the end of the Circular

Group the Company, the Subsidiary and Snoozebox International LLP at the date of this Circular

London Stock Exchange London Stock Exchange plc

Notice of General Meeting the notice convening the General Meeting to be set out at the end of the Circular

Ordinary Shares the ordinary shares of 1 pence each in the capital of the Company

Panmure Gordon Panmure Gordon (UK) Limited, a company incorporated in England and Wales with company number 04915201 and the Company's nominated adviser and broker for the purposes of the AIM Rules, a member of the London Stock Exchange and regulated by the FCA

Placing the conditional placing by Panmure Gordon, as agent for the Company, of the Firm Placing Shares and the Additional Placing Shares at the Placing Price pursuant to the terms of the Placing Agreement

Placing Agreement the agreement dated 17 April 2014 between the Company, the Directors and Panmure Gordon relating to the Placing, further details of which will be set out in the Circular

Placing Price 10 pence per Placing Share

Placing Shares the Firm Placing Shares and the Additional Placing Shares

Qualified Investors qualified investors within the meaning of section 86(7) of Financial Services and Markets Act 2000

Regulations the Uncertificated Securities Regulations 2001 (as amended) (SI 2001 No. 3755)

Resolutions the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting

Semi-Permanent the deployment of longer term portable Snoozebox accommodation

Shareholders holders of Ordinary Shares

Subsidiary Snoozebox Limited, a company incorporated in England and Wales with Company number 7546513

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland

United States or US the United States of America, its territories and possessions, any State of the United States and the District of Columbia

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Panmure Gordon (UK) Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Panmure Gordon (UK) Limited, or for advising any other person on the arrangements described in this announcement.

Panmure Gordon (UK) Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Panmure Gordon (UK) Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

No representation or warranty, express or implied, is made by Panmure Gordon (UK) Limited as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Panmure Gordon (UK) Limited do not assume any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

If you are in any doubt about the contents of this announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down.

In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Placing. Participation in the Placing is limited at all times to persons who are (i) investment professionals within the meaning of paragraph (5) of Article 19 or high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of section 86(7) of Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment, or investment activity to which this announcement relates is available only in the United Kingdom to relevant persons and will be engaged in only with relevant persons. By receiving this announcement and not returning it, you are deemed to warrant to the Company and Panmure Gordon (UK) Limited that you fall within the categories of person described above.

No Ordinary Shares have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.

This announcement is only addressed to, and the Placing is only directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1) (e) of the Prospectus Directive ("Qualified Investors"). This announcement must not be acted on or relied upon in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available, in any member state of the EEA, only to Qualified Investors, and will be engaged in only with such persons. This announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the EEA of or for Ordinary Shares which are not the subject of the Placing contemplated in this announcement should only do so in circumstances in which no obligation arises for the Company or Panmure Gordon (UK) Limited to produce a prospectus for such Placing. Neither the Company nor Panmure Gordon (UK) Limited has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary, other than offers made by Panmure Gordon (UK) Limited which constitute the final placement of Ordinary Shares contemplated in this announcement.

In the case of any Placing Shares being offered to a financial intermediary as that term is used and defined in section 86(7) of the Financial Services and Markets Act 2000, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and Panmure Gordon (UK) Limited has been obtained to each such proposed offer or resale. Each of the Company and Panmure Gordon (UK) Limited and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation or invitation. The distribution of this announcement and the offer of the Placing Shares may be restricted by law. Persons into whose possession this announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement may not be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, South Africa or to any US person. Any person within the United States and any US person who obtains a copy of this announcement must disregard it.

No public offering of the Placing Shares is being made in any jurisdiction. No action has been or will be taken by the Company or Panmure Gordon (UK) Limited that would permit the offer of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The offer of the Placing Shares has not been, nor will they be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Company has not been, and will not be, registered under the Investment Company Act, and investors will not be entitled to the benefits of that Act. The Placing Shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US person. In connection with the Placing, the Placing Shares are being offered and sold only outside the United States to, and for the account or benefit of, non-US persons in "offshore transactions" within the meaning of, and in reliance on the exemption from registration provided by, Regulation S under the Securities Act.

Copies of this announcement will be available free of charge at the registered office of the Company during usual business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document for a period of 14 days or until Admission, whichever is the longer period.

Forward-looking statements

All statements in this announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the performance, results of statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing; the ability of the Group to retain and attract suitably experienced personnel and competition within the industry. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision.