Preference Share Conversion Offer

Raven Russia Limited ("Raven Russia" or the "Company")

Preference Share Conversion Offer

to convert up to 50 per cent. of Raven Russia Preference Shares

into New Ordinary Shares at a ratio of 2 New Ordinary Shares for

every 1 Preference Share

Highlights

• Preference Shareholders are entitled to convert up to 50 per cent. of their shareholding to New Ordinary Shares at a ratio of 2 New Ordinary Shares for every 1 Preference Share

• Under the Share Election, Preference Shareholders can apply to convert more Preference Shares into New Ordinary Shares dependent on others converting less than their Entitlement

• Preference Shareholders can take no action: the listing will be maintained on the London Stock Exchange

• Invesco Asset Management Limited, which owns 51.3% of Preference Shares has irrevocably committed to accept a minimum of its Entitlement, as has Anton Bilton and his associates who own a further 14.4% of Preference Shares

• Full take-up will result in the replacement of a large proportion of fixed cost sterling capital with variable cost capital, resulting in a significant lowering of the Company's risk profile

• Greater liquidity in Ordinary Shares and potential eligibility for FTSE 250 index

• Contribution of up to £11.6 million to earnings and non-material dilution of earnings per Ordinary Share

• Limited dilution to pro forma NAV per Ordinary Share but offset by other benefits

• Institutional shareholders representing approximately 24.5 per cent of Ordinary Shares have indicated their intention to vote in favour at a General Meeting convened to approve the transaction

Glyn Hirsch, Chief Executive of Raven Russia commented

"We are delighted to be able to take this opportunity to rebalance our capital base and risk profile with the support of both our Ordinary and Preference Shareholders. The Company's net annual income is set to rise significantly as we continue to complete developments and let them, which we believe, in turn, will benefit our Ordinary Shares going forward. This offer is innovative and flexible, in allowing our Preference Shareholders to optimise their individual requirements for yield, capital growth and tax efficiency as well as benefiting the Company as a whole."

Raven Russia Limited ("Raven Russia" or the "Company")

Preference Share Conversion Offer

to convert up to 50 per cent. of Raven Russia Preference Shares

into New Ordinary Shares at a ratio of 2 New Ordinary Shares for

every 1 Preference Share

Introduction

The Board of Raven Russia Limited announces that it is making an offer to Preference Shareholders in relation to their Preference Shares. Under the offer, the Company is offering Preference Shareholders the opportunity to convert each Preference Share held by them into 2 New Ordinary Shares. Preference Shareholders will, as a minimum, be entitled to convert up to half of their Preference Shares (rounded down to the nearest whole number) in to Ordinary Shares on such basis, but may apply to convert more Preference Shares into Ordinary Shares to the extent that other Preference Shareholders decide to accept less than their Entitlement. Alternatively, Preference Shareholders can take no action and retain their holding of Preference Shares in full. The Company will maintain its Standard Listing of the Preference Shares following completion and the rights of the Preference Shares will remain unchanged.

Invesco Asset Management Limited, which is able to control the exercise of all rights attaching to 99,999,997 Preference Shares, representing approximately 51.3 per cent. of the Preference Shares in issue, has irrevocably undertaken to procure the acceptance by the Invesco Funds holding Preference Shares in respect of not less than their respective aggregate Entitlements. In addition, Anton Bilton, Deputy Chairman of Raven Russia and certain of his associates who are Preference Shareholders, and who together have an aggregate beneficial interest in 27,998,474 Preference Shares, representing approximately 14.4 per cent of the Preference Shares in issue, have each irrevocably undertaken to elect to convert their respective aggregate entitlements pursuant to the Preference Share Conversion Offer.

The Directors believe that the Preference Share Conversion Offer is in the Company's best interests and are recommending that Ordinary Shareholders vote in favour of the relevant resolutions at the General Meeting convened for that purpose, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares at the time of the General Meeting (save for Anton Bilton who has undertaken not to vote, and to take all reasonable steps to ensure that his associates will not vote, on the Bilton Resolution). In particular, the Directors consider that the improvement in capital structure and risk profile of the Company, and the benefit to earnings of up to £11.6 million, more than offsets the dilution to pro forma NAV per Ordinary Share.

The Company expects to post the Offer Document (and related Form of Acceptance) to Preference Shareholders today, which sets out the detailed terms of the Preference Share Conversion Offer and the procedure for participation. The Company will also send to Ordinary Shareholders a Circular which contains a Notice convening a General Meeting for the purposes of putting to Ordinary Shareholders the Resolutions required, amongst other things, to approve the Preference Share Conversion Offer.

Definitions used in this announcement are set out in Appendix 1.

Background to and Reasons for the Preference Share Conversion Offer

The Preference Shares were originally issued in March 2009. At that time, when world markets were unstable, the immediate global outlook was uncertain and the availability of bank credit on sensible commercial terms had disappeared following the banking crisis. At that time also, the Company's Ordinary Shares were trading at a level well below 20 pence per share. In those difficult markets and with the support of the Invesco Funds, the Company was able to raise £76.2 million (gross) through an issue of units (comprising one Preference Share and one Warrant) which secured the Company's position and allowed it to complete its development programme.

The Preference Shares have performed well in the low interest rate environment since 2009, offering investors an attractive yield. In July 2011, the listing of the Preference Shares was moved from AIM to the Official List (as a standard listing) and to trading on the Main Market.

However, as the Company has continued to complete its developments and to let them successfully, to the point where the entire portfolio is close to being fully let, the Company's net annual income is set to rise significantly and, with it, the ability to increase the distributions to Ordinary Shareholders. At the same time, the Preference Shares represent a large proportion of fixed cost permanent capital, in sterling, in a business with predominantly US dollar earnings. As a result, the Directors believe that it is an appropriate time to offer Preference Shareholders the opportunity to convert some of their Preference Shares into Ordinary Shares.

For Ordinary Shareholders, the Directors believe that the advantages of the Preference Share Conversion Offer are as follows:

- the Company's capital base will be more appropriately balanced with the replacement of a large proportion of fixed cost sterling capital with variable cost capital, resulting in a significant lowering of the Company's risk profile;

- greater liquidity in the Ordinary Shares through a larger issue size;

- with the increase in issue size, the Company will potentially become eligible for inclusion in the FTSE 250 Index; and

- as a result of all of the above the Company should be more attractive to existing and new investors.

The Board has consulted with a number of the Company's largest institutional Ordinary Shareholders regarding the Preference Share Conversion Offer and has received irrevocable undertakings and letters of intent to vote in favour of Resolutions at the General Meeting from Ordinary Shareholders representing approximately 53.4 per cent. of the Company's existing issued share capital (save for the resolutions for which IAML has undertaken not to vote where the Company has received letters of intent to vote in favour from 34.4 per cent. of Invesco Independent Shareholders). The Directors have also irrevocably undertaken to vote in favour of the Resolutions in respect of their individual holdings at the date of the GM (save for Anton Bilton who has undertaken to the Company not to vote his Ordinary Shares on the Bilton Resolution and to take all reasonable steps to ensure that his associates will not vote on the Bilton Resolution).

For Preference Shareholders, the Directors believe that the advantages of the Preference Share Conversion Offer are as follows:

- the opportunity to convert a proportion of their Preference Shares into New Ordinary Shares at a small premium to the current Preference Share price;

- the potential for increased income over time as the distribution on the Ordinary Shares increases;

- conversion into a share with more liquidity and with greater participation in the Group's longer term potential through capital growth; and

- the ability to restructure their holdings of Preference Shares into a mix of Ordinary and Preference Shares to meet individual needs.

The Preference Share Conversion Offer has been structured to provide Preference Shareholders with flexibility to manage their shareholding. Holders of Preference Shares are entitled to convert up to 50 per cent. of their holding into New Ordinary Shares at the ratio of 2 New Ordinary Shares for each Preference Share. In addition, they can elect to convert more Preference Shares into New Ordinary Shares to the extent that other Preference Shareholders elect to convert less than their Entitlement. IAML, which is able to control the exercise of all rights attaching to 99,999,997 Preference Shares, representing approximately 51.3 per cent. of the Preference Shares in issue, has irrevocably undertaken to procure the acceptance by the Invesco Funds holding Preference Shares in respect of not less than their respective aggregate Entitlements. In addition, Preference Shareholders can simply take no action and retain their existing shareholding. Following completion of the Preference Share Conversion Offer, the Preference Shares will retain their Standard Listing but with a smaller issue size. The Directors are making no recommendation to Preference Shareholders as to participation in the Preference Share Conversion Offer itself. Whether or not Preference Shareholders wish to participate will depend on their own individual circumstances, including their tax position.

Details of the Preference Share Conversion Offer

On the terms and subject to the conditions set out in the Offer Document, the Company is offering Preference Shareholders the right to convert up to half their holding of Preference Shares into New Ordinary Shares on the following basis:

For each Preference Share, 2 New Ordinary Shares

The closing middle market quotations for an Ordinary Share and a Preference Share (as derived from the Official List of the London Stock Exchange) on 26 November 2013 were:

• 79.25p in respect of an Ordinary Share; and

• 149.25p in respect of a Preference Share.

Preference Shareholders may accept the Preference Share Conversion Offer in respect of up to half of their existing holding of Preference Shares (rounded down to the nearest whole number of Preference Shares) or none at all. In addition, Preference Shareholders will be able to elect to convert more than their Entitlement to the extent that other Preference Shareholders elect, pursuant to the Share Election, to convert less than their Entitlement. If the number of acceptances under the Preference Share Conversion Offer and elections under the Share Election exceeds 97,416,269 Preference Shares, and if and to the extent that Preference Shareholders elect, pursuant to the Share Election, to convert less than their Entitlement, surplus applications will be accepted in proportion to the number of additional Preference Shares elected so that the total number of Preference Shares accepted under the Preference Share Conversion Offer does not exceed 97,416,269 Preference Shares (equivalent to 194,832,538 New Ordinary Shares arising as a result of the conversion of Preference Shares pursuant to the Preference Share Conversion Offer).

The implementation of the Preference Share Conversion Offer requires the approval of Ordinary Shareholders and also the approval of both the Invesco Independent Shareholders and the Bilton Independent Shareholders because (i) the potentially increased ordinary shareholding of the Invesco Concert Party as a consequence of the Preference Share Conversion Offer requires a Rule 9 Waiver under the Takeover Code, and (ii) certain members of the Invesco Concert Party and Anton Bilton and certain of his associates will participate in the Preference Share Conversion Offer on the basis set out below, and each such participation will constitute a 'related party transaction' pursuant to chapter 11 of the Listing Rules.

The Preference Share Conversion Offer extends, subject to the terms and conditions set out in the Offer Document, to any Preference Shares unconditionally issued from the date of this announcement until the closing date of the Preference Share Conversion Offer. Preference Shares that are converted pursuant to the Preference Share Conversion Offer will accrue their Preference Dividend up until 31 December 2013 and such dividend will be paid on 31 December 2013.

The New Ordinary Shares arising as a result of the conversion of Preference Shares pursuant to the Preference Share Offer will be credited as fully paid and rank pari passuin all respects with the Existing Ordinary Shares in issue on Admission, including their right to receive all future dividends or other distributions declared, made or paid after the date of Admission.

It is expected that the New Ordinary Shares will be admitted to listing on the Official List and to trading on the Main Market, and dealings in such shares will commence, on 2 January 2014. Up to 194,832,538 New Ordinary Shares are to arise as a result of the conversion of Preference Shares pursuant to the Preference Share Conversion Offer. Fractions of New Ordinary Shares will not be issued. The New Ordinary Shares will be in registered form and will be capable of being held in certificated or uncertificated form. Pending the issue of definitive certificates in respect of the New Ordinary Shares, transfers will be certified against the register.

Full details of the Preference Share Conversion Offer are set out in the Offer Document.

Rule 9 of the Takeover Code and Background to Rule 9 Waiver

The terms of the Preference Share Conversion Offer gives rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protections they afford are described below.

Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares.

Rule 9 of the Takeover Code also provides, inter alia, that where any person, together with any persons acting in concert with him, holds shares carrying not less than 30 per cent. but not more than 50 per cent. of a company's voting rights, a general offer will be required if any further interest in shares is acquired by any such person. The Panel will also deem an obligation to make an offer to have arisen on the acquisition by a single member of a concert party of an interest in shares carrying 30 per cent. or more of a company's voting rights, or, if he already holds more than 30 per cent. not more than 50 per cent., an acquisition which increases his percentage holding of interests in shares in that company.

An offer under Rule 9 of the Takeover Code must be made in cash and at the highest price paid in the preceding 12 months for any shares in the Company by the person required to make the offer or any persons acting in concert with him.

For the purposes of the Takeover Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) actively co-operate, to obtain or consolidate control of a company. Control means a holding, or aggregate holdings, of interests in shares carrying in aggregate 30 per cent. or more of the voting rights (as defined in the Takeover Code), irrespective of whether the holding or holdings give de facto control.

On completion of the Preference Share Conversion Offer and in light of the irrevocable undertaking provided by IAML in respect of Preference Shares held by members of the Invesco Concert Party as referred to above, the Invesco Funds will be interested in Ordinary Shares representing between approximately 34.72 and 43.59 per cent. of the Company's issued ordinary voting share capital (depending on whether those Invesco Funds holding Preference Shares elect to convert more of their respective Preference Shares over and above their relevant Entitlements and assuming no acceptances under the Preference Share Conversion Offer other than by the Invesco Funds and those persons providing irrevocable undertakings to accept the Preference Share Conversion Offer). In circumstances where: (i) those Invesco Funds holding Preference Shares elect to convert all of their respective Preference Shares pursuant to the Preference Share Conversion Offer, (ii) no Warrantholder exercises its Warrants, and (iii) the Company utilises in full its existing Market Purchase Authority, and in doing so, no Ordinary Shares of any member of the Invesco Concert Party are repurchased, the maximum potential aggregate interest of members of the Invesco Concert Party in the Company's issued ordinary share capital on Admission, (assuming no acceptances under the Preference Share Conversion Offer other than by the Invesco Funds and those persons providing irrevocable undertakings to accept the Preference Share Conversion Offer), will be over Ordinary Shares carrying 46.34 per cent. of the Company's voting rights. The Panel has agreed, however, to waive the obligation on the members of the Invesco Concert Party to make a general offer that would otherwise arise as a result of the increased holding of interests in Ordinary Shares following their participation in the Preference Share Conversion Offer, provided the approval, on a poll, of the Invesco Independent Shareholders is obtained at the General Meeting. Accordingly, the Waiver Resolution is being proposed at the General Meeting and will be taken on a poll. The Invesco Funds will not be entitled to vote on the Waiver Resolution.

Following Admission, the Invesco Funds' interest in the Company's voting share capital will increase above its current percentage to between 34.72 and 43.59 per cent. (but will not exceed 50 per cent.). Any further increase in that interest will be subject to the provisions of Rule 9.

For the avoidance of doubt, the Rule 9 Waiver applies only in respect of the increase in holdings of Ordinary Shares by members of the Invesco Concert Party resulting from the Preference Share Conversion Offer and not in respect of other increases in their respective holdings. No member of the Invesco Concert Party has taken part in any decision of the Board relating to the proposal to seek the Rule 9 Waiver.

Related Party Transactions

The Invesco Funds are, taken together, substantial Ordinary Shareholders of the Company for the purposes of chapter 11 of the Listing Rules. Anton Bilton is Deputy Chairman of Raven Russia and the other Bilton Shareholders are associates of his for the purpose of chapter 11 of the Listing Rules. The Invesco Funds and the Bilton Shareholders are therefore considered to be related parties for the purposes of chapter 11 of the Listing Rules. IAML and the Bilton Shareholders have given irrevocable undertakings to participate (or, in the case of IAML, procure the participation by the relevant Invesco Funds) in the Preference Share Conversion Offer. Under chapter 11 of the Listing Rules, the participation by those members of the Invesco Concert Party and the Bilton Shareholders in the Preference Share Conversion Offer constitute related party transactions and will require the approval of Invesco Independent Shareholders, in the case of the participation by the Invesco Funds, and the Bilton Independent Shareholders, in the case of the Bilton Shareholders' participation. This is the purpose of Resolutions 3 and 4 in the Notice set out at the end of the Circular to be posted today.

General Meeting

The implementation of the Preference Share Conversion Offer, the related requirement for a Rule 9 Waiver and the participation by both the Invesco Funds and the Bilton Shareholders in the Preference Share Conversion Offer all require Ordinary Shareholders' approval in order for Raven Russia to proceed with the Preference Share Conversion Offer. Notice of the General Meeting, to be held at the offices of the Company, 1 Le Truchot, St. Peter Port, Guernsey GY1 6EH at 10.00 a.m. on 23 December 2013, is set out at the end of the Circular to be posted today, at which the Resolutions will be proposed.

The full text of each Resolution is set out in the Notice of General Meeting at the end of the Circular which is expected to be posted to shareholders today. In the event that any of Resolutions 1 to 5 are not passed, the Preference Share Conversion Offer will not proceed.

Recommendation

The Board has received financial advice from N+1 Singer in relation to the Preference Share Conversion Offer. The Board, having been so advised by N+1 Singer, considered the terms of the Preference Share Conversion Offer to be fair and reasonable so far as Ordinary Shareholders are concerned and in the best interests of Ordinary Shareholders as a whole. In providing their financial advice to the Board, N+1 Singer has taken into account the Board's commercial assessment of the Preference Share Conversion Offer. Anton Bilton has not taken part in the Board's consideration of the participation of each of the Bilton Shareholders in the Preference Share Conversion Offer.

The Board has received financial advice from N+1 Singer in relation to the Preference Share Conversion Offer and the Rule 9 Waiver. The Board, having been so advised by N+1 Singer, consider, taken together, the Preference Share Conversion Offer and the Rule 9 Waiver to be fair and reasonable so far as the Invesco Independent Shareholders are concerned and in the best interests of the Invesco Independent Shareholders as a whole. In providing their financial advice to the Board, N+1 Singer has taken into account the Board's commercial assessments.

The Directors have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting in respect of their respective individual holdings of Ordinary Shares as at the date of the General Meeting, save that Anton Bilton has undertaken to the Company not to vote his Ordinary Shares on the Bilton Resolution and to take all reasonable steps to ensure that his associates will not vote on the Bilton Resolution.

Expected Timetable of Principal Events

Key Statistics

* Assuming that the Preference Share Conversion Offer is accepted in full

Additional Information

Copies of the Offer Document, Prospectus, Circular, Form of Acceptance, Notice of Meeting and Proxy will be submitted to the National Storage Mechanism and will be available for inspection at www.Hemscott.com/nsm . In addition, the documents will be available on the Raven Russia website (www.ravenrussia.com ) and may also be obtained from the Company Secretary.

Enquiries

Raven Russia Limited Tel: + 44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

Novella Communications Tel: + 44 (0) 203 1517008

Tim Robertson/Ben Heath

N+1 Singer Tel: +44 (0) 207 496 3000

Corporate Finance- James Maxwell/Nick Donovan

Sales - Alan Geeves / James Waterlow

Kinmont Advisory Tel: +44 (0) 207 087 9100

Jonathan Gray

Appendix 1 - Definitions

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

"Admission" admission of the New Ordinary Shares to the Official List

and to trading on the London Stock Exchange's Main Market for listed securities becoming effective in accordance with the Listing Rules

"associates" has the meaning given to the term in the Listing Rules for the purposes of chapter 11 of the Listing Rules (Related Party Transactions: Premium Listing)

"AIM" AIM, a market operated by the London Stock Exchange

"Bilton Independent the Ordinary Shareholders other than Anton Bilton and his

Shareholders" associates

"Bilton Resolution" the resolution required in accordance with Chapter 11 of the Listing Rules to approve the participation by the Bilton Shareholders in the Preference Share Conversion Offer

"Bilton Shareholders" Anton Bilton and those of his associates who intend to participate in the Preference Share Conversion Offer

"certificated" or "in in certificated form (that is, not in CREST)

certificated form"

"Circular" the circular sent to Shareholders containing, among other things, details of the Preference Share Conversion Offer, the Resolutions and notice of the General Meeting

"Company" or "Raven Russia" Raven Russia Limited

"Completion" completion of the Preference Share Conversion Offer in accordance with the Offer Document

"CREST" the computerised settlement system operated by Euroclear which facilities the transfer of title to shares in uncertificated form

"Directors" or "the Board" the directors of the Company

"DTRs" or "Disclosure and the Disclosure and Transparency Rules published

Transparency Rules" by the FCA in accordance with section 73A(2) of FSMA

"EIT" Edinburgh Investment Trust

"Enlarged Ordinary Share the Ordinary Shares as enlarged by the New Ordinary

Capital" Shares

"Entitlement" the entitlement of the Preference Shareholders to convert up to half of their Preference Shares (rounded down to the nearest whole number of Preference Shares) registered in their names at the Record Date into New Ordinary Shares pursuant to the Preference Share Conversion Offer

"Existing Ordinary Shares" the Ordinary Shares in issue

"FCA" or "Financial Conduct  the UK Financial Conduct Authority of the United Kingdom in Authority" its capacity as the competent authority for the purposes of

FSMA

"FSMA" the UK Financial Services and Markets Act 2000, as amended

"General Meeting" or "GM" the extraordinary general meeting of the Company convened for 10.00 a.m. on 23 December 2013, notice of which is set out at the end of the Circular

"Group" or "Raven Russia the Company and its subsidiaries and "member of the

Group" Group" shall be construed accordingly

"IAML" Invesco Asset Management Limited acting in its capacity as agent for and on behalf of the Invesco Funds

"Invesco" Invesco Limited

"Invesco Concert Party" IAML and the Invesco Funds

"Invesco Funds" EIT, IPDF, IPHIF, IPIF, IPEP, TSIP, SNIDF, SSMUT, SNEF, SEEF, SHUIT and any nominee holding on behalf of any of them

"Invesco Independent the Ordinary Shareholders other than members of the

Shareholders" Invesco Concert Party

"Invesco Resolution" the resolution required in accordance with chapter 11 of the Listing Rules to approve the participation by members of the Invesco Concert Party in the Preference Share Conversion Offer

"IPDF" Invesco Perpetual Distribution Fund

"IPHIF" Invesco Perpetual High Income Fund

"IPIF" Invesco Perpetual Income Fund

"IPEP" Invesco Perpetual UK Equity Pension Fund

"Kinmont" Kinmont Limited, joint financial adviser to Raven Russia

"Listing Rules" the Listing Rules published by the FCA in accordance with section 73(2) of FSMA

"London Stock Exchange" London Stock Exchange plc

"Market Purchase Authority" the authorities, each of which expire on 7 November 2014 (or, if earlier, the conclusion of the next annual general meeting of the Company), granted at the Company's annual general meeting of 7 May 2013 to make market acquisitions of Ordinary Shares or otherwise make one or more purchases of Ordinary Shares pursuant to any tender offer made by the Company to Ordinary Shareholders

"Main Market" London Stock Exchange's main market for listed securities

"N+1 Singer" Nplus1 Singer Advisory LLP, sponsor, joint financial adviser and broker to Raven Russia

"NAV" the value of the assets of the Group (on a consolidated basis) less its liabilities in total calculated in accordance with the accounting policies adopted by the Group (on a consolidated basis) from time to time

"NAV per Ordinary Share" NAV divided by the number of Ordinary Shares in issue from time to time

"New Ordinary Shares" the new Ordinary Shares arising as a result of the Preference Share Conversion Offer pursuant to the Preference Share Conversion Offer

"Notice" the notice of General Meeting

"Offer Document" the document to be sent out to Preference Shareholders on or around the date of this announcement setting out the terms of the Preference Share Conversion Offer

"Official List" the official list of the UKLA

"Ordinary Shareholder" a holder of Ordinary Shares

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

"Panel" the Panel on Takeovers and Mergers

"Part VI Rules" the rules contained in Part VI of FSMA

"Preference Dividend" the cumulative preferential dividend accruing on each Preference Share

"Preference Shareholder" a holder of Preference Shares

"Preference Shares" the preference shares of £0.01 each in the capital of the Company

 "Prospectus" the prospectus to be published by the Company on or around the date of this announcement in connection with the Preference Share Conversion Offer and Admission

"Record Date" 5.00 p.m. on 20 December 2013

"Registrars" Capita Registrars (Guernsey) Limited

"Resolutions" the resolutions numbered 1 to 6 in the Notice to be proposed at the General Meeting

"Rule 9" Rule 9 of the Takeover Code

"Rule 9 Waiver" the waiver agreed by the Panel, conditional upon the approval by Invesco Independent Shareholders of the Waiver Resolution at the General Meeting, of the obligation of any member of the Invesco Concert Party to make a general offer under Rule 9 which would otherwise arise as a consequence of the completion of the Preference Share Conversion Offer

"SEEF" SJP Exempt UK Equity Fund

"Share Election" the ability of Preference Shareholders to participate in the

Preference Share Conversion Offer in respect of less than or more than their Entitlement

"SHUIT" SJP High Income Unit Trust

"SNEF" SJP Net UK Equity Fund

"SNIDF" SJP Net Income Distribution Fund

"SSMUT" SJP Strategic Managed Unit Trust

"Takeover Code" the City Code on Takeovers and Mergers issued by the Panel as amended or supplemented, from time to time

"TSIP" the Shipbuilding Industries Pension Scheme

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

"UK Listing Authority" or the FCA acting in its capacity as the competent authority  "UKLA" for the purposes of Part VI of FSMA

"uncertificated" or "in for the time being recorded on the relevant register of

unertificated form" Shareholders as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"US", "USA" or "United States" the United States of America, its territories and possessions, any state of the US and the District of Columbia and all other areas subject to its jurisdiction

"US dollar" or "US$" US dollars, the lawful currency of the United States

"VAT" value added tax

"Waiver Resolution" the ordinary resolution numbered 5 in the Notice to be proposed at the General Meeting in connection with the Rule 9 Waiver

"Warrant" a warrant to subscribe for 1 Ordinary Share at 25 pence per Ordinary Share pursuant to the terms of the Warrant Instrument

"Warrantholder" a holder of a Warrant

"Warrant Instrument" the warrant instrument adopted by the Company constituting the Warrants