Proposed Capital Reorganisation & Move to AIM

30th April 2014

Styles & Wood Group plc

("Styles & Wood" or the "Group")

Proposed Capital Reorganisation and Move to AIM

Styles & Wood Group plc, the integrated property services and project delivery specialist, is pleased to announce that it will today post a circular to Shareholders (the "Circular") convening a General Meeting at which the Company will seek Shareholder approval for the proposed Capital Reorganisation and Move to AIM. Shore Capital is acting as financial adviser to the Company in connection with the Proposals and will act as nominated adviser and broker to the Group on Admission becoming effective.

The Circular will be available later today on the Company's website at www.stylesandwood.co.uk. and will be submitted to the National Storage Mechanism where it will shortly be available at www.morningstar.co.uk/uk/nsm.

Reasons for the Move to AIM

The Board has carefully considered the proposed Move to AIM and believes that it is in the best interests of the Company and its Shareholders as a whole for the following reasons:

· AIM is less regulated and consequently will offer greater flexibility with regard to corporate transactions, and should enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List;

· The Move to AIM is not expected to affect the attractiveness of the Company's shares to institutional investors. The Directors hope that being admitted to AIM will make the Company's shares more attractive to retail investors;

· Companies whose shares trade on AIM are deemed to be 'unlisted' for the purposes of certain areas of UK taxation. Therefore, following the Move to AIM, individuals who hold Ordinary Shares may, after two years be eligible for certain inheritance tax benefits. Shareholders and prospective investors should consult their own professional advisers on whether an investment in AIM securities is suitable for them, or whether the tax benefit referred to above is available to them;

· Since 5 August 2013, shares traded on AIM can be held in ISAs; and

· The UK government's abolition of stamp duty on shares traded on AIM in April 2014 should, help increase liquidity in the trading of the Company's Ordinary Shares should the Move to AIM proceed.

Reasons for the Capital Reorganisation

The mid-market price of the Existing Ordinary Shares as at the close of business on 29 April 2014 was 16p. The Existing Ordinary Shares currently trade on the Official List at a price below their nominal value of 25p per share. The issue of new shares by a UK company at a price below their nominal value is prohibited by UK company law and accordingly the ability of the Company to raise funds by way of the issue of further equity could be inhibited.

Consequently, the Board has proposed the Capital Reorganisation to set the nominal value of the Existing Ordinary Shares substantially below that of their market price in order provide the Company with the ability to make future share issues. In addition, the share price levels at which the Existing Ordinary Shares have recently traded means that small absolute movements in the share price represent large percentage movements, resulting in share price volatility. The Board believes that the bid offer spread at these price levels can be disproportionate and to the detriment of Shareholders. Accordingly, the Board has decided to implement a share reorganisation so that:

every 10 Existing Ordinary Shares will be consolidated into one New Ordinary Share and

one New Deferred Share

Details of the Move to AIM

In order to effect the Capital Reorganisation and Move to AIM, the Company will require, inter alia, Shareholder approval of the Resolutions at the General Meeting to be held at 10.00 a.m. on 28 May 2014 at Aspect House, Manchester Road, Altrincham, Cheshire, WA14 5PG. The Notice of General Meeting in the Circular sets out the terms of the Resolutions which will be proposed at the General Meeting in order to approve the Capital Reorganisation and Move to AIM.

Assuming the Resolutions are passed, the Company will apply to cancel the listing of its Ordinary Shares on the Official List and to trading on the Main Market and will give 20 Business Days' notice of its intention to seek admission to trading on AIM under AIM's 'fast track procedure' for companies that have their securities traded on an AIM Designated Market (which includes the Official List).

It is expected that the last day of dealings in the New Ordinary Shares on the Main Market will be 25 June 2014 and that cancellation of the listing of the Ordinary Shares on the Official List will take effect at 8.00 a.m. on 26 June 2014, being not less than 20 Business Days from the passing of the Resolutions. Admission is expected to take place, and dealings in Ordinary Shares are expected to commence on AIM at 8.00 a.m. on 26 June 2014.

Irrevocable undertakings

The Directors and certain shareholders have given irrevocable undertakings to vote in favour of the Proposals representing in aggregate 54.1 per cent. of the existing issued Ordinary Shares as at 29 April 2014, being the last practicable day before the publication of the Circular.

Expected timetable of principal events

Notes:

1. These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on www.stylesandwood-group.co.uk

2. All of the above times, and other time references in this document, refer to London time.

3. The cancellation of listing of the New Ordinary Shares on the Official List and the admission and commencement of dealings in the New Ordinary Shares on AIM are conditional on, inter alia, the passing of the Resolutions at the General Meeting.

Commenting on the Move to AIM, Tony Lenehan, CEO of Styles & Wood Group, said:

"The proposed move to AIM and Capital Reorganisation is considered by the Board to be more appropriate for the Group and in the best interests of the shareholders in potentially providing a greater degree of corporate flexibility and a more attractive proposition for investors."

Unless otherwise stated defined terms in this announcement not otherwise defined shall have the same meaning as is ascribed to them in the Circular.

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