Posting of Offer Document

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

27 September 2013

RECOMMENDED CASH OFFER FOR BAYDONHILL PLC BY EARTHPORT PLC

Posting of Offer Document

On 18 September 2013, the boards of Baydonhill PLC ("Baydonhill") and Earthport plc ("Earthport") announced that they had reached agreement on the terms of a recommended cash offer by Earthport for the entire issued and to be issued share capital of Baydonhill (the "Acquisition").

Earthport today announces that the offer document (the "Offer Document") containing full terms of, and conditions to, the Offer, is being posted today to Baydonhill Shareholders, together with the related Form of Acceptance.

The Offer will initially remain open for acceptance until 1.00 pm (London time) on 18 October 2013.

Full details of the procedure for accepting the Offer are set out in the Offer Document and are summarised below.

To accept the Offer in respect of Baydonhill Shares in certificated form (that is, not in CREST), Baydonhill Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it in accordance with paragraph 13(a) of the Letter from Earthport set out in Part II of the Offer Document and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible and, in any event, so as to be received by 1.00 p.m. (London time) on 18 October 2013 to Capita Asset Services.

To accept the Offer in respect of Baydonhill Shares in uncertificated form (that is, in CREST), Baydonhill Shareholders should follow the procedures for electronic acceptance through CREST in accordance with the instructions set out in paragraph 13(b) of the Letter from Earthport set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 18 October 2013.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 27 September 2013. Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

In accordance with Rule 30.4 of the City Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Baydonhill at www.baydonhillfx.com and Earthport at www.earthport.com until the end of the Offer Period (or, if later, the end of any competition reference period). For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.

Enquiries:

This announcement is for information purposes only and is not intended to and does not constitute or form part of any 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 pursuant to the terms of the Offer Document, which will contain the full terms and conditions of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Offer Document.

Charles Stanley & Co Limited, trading as Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Earthport and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Earthport for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Baydonhill and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Baydonhill for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 (London time) 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 paper 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 of the City Code). 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 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.