Proposed Change of Corporate Structure & Name

20 March 2014

Sarossa Capital Plc

("Old Sarossa")

Proposed Change of Corporate Structure & Name

London, UK - Sarossa Capital Plc (LSE: SRC) today announces a proposal to change its corporate structure by putting in place a new Jersey incorporated holding company, Sarossa Plc, by way of a scheme of arrangement. A circular has today been posted to shareholders (the 'Circular'), setting out details of the proposals (together with the accompanying AIM appendix document relating to Sarossa Plc). The Circular is also available from Old Sarossa's website, www.sarossacapital.com.

Reasons for the Proposals

The Board believes that putting in place a new holding company incorporated in Jersey will benefit the Sarossa Group due to:

• the flexibility in investing globally afforded by a holding company located in Jersey;

• the long-term economic and political stability of Jersey;

• the mature and well-respected Jersey commercial legal system much of which is based on English law principles;

• Jersey's status as a G20 white list approved jurisdiction and an associate member of the Organisation for Economic Co-operation and Development (OECD);

• Jersey offering a more efficient fiscal regime given the Sarossa Group's investment strategy; and

• the ability to continue settlement of trading in New Sarossa Shares through CREST.

All of the Directors of Old Sarossa are based in and resident in the Channel Islands.

Change of Corporate Structure

If the Scheme is implemented, a new holding company of the Sarossa Group, New Sarossa, will be put in place, through a High Court approved scheme of arrangement under sections 895 to 899 of the Companies Act (the "Scheme"). New Sarossa, which is incorporated in Jersey, is called Sarossa Plc and an application will be made for its shares to be admitted to trading on AIM. It is also intended that the Old Sarossa Ordinary Shares be de-listed from AIM, Old Sarossa be re-registered as a private company and that Old Sarossa be called Sarossa Capital Limited. There will be no substantive changes to corporate governance and investor protection measures. In particular, New Sarossa will comply with the AIM Rules, the Takeover Code will apply to New Sarossa and New Sarossa intends to comply with the UK Corporate Governance Code to the same extent that Old Sarossa currently does. However, the Old Sarossa American Depositary Receipt (ADR) programme will not be replicated by New Sarossa.

Principal terms of the Scheme

If the Scheme is approved and becomes effective, it will result in Old Sarossa Ordinary Shareholders holding New Sarossa Shares in precisely the same proportions and numbers in which they held Old Sarossa Ordinary Shares immediately prior to the Scheme Effective Date and New Sarossa will own all of the ordinary shares then in issue in Old Sarossa. Under the Scheme, Old Sarossa Ordinary Shareholders at the Scheme Record Time will receive, in consideration for the cancellation of their Old Sarossa Ordinary Shares, New Sarossa Shares on the following basis:

for every one Old Sarossa Ordinary Share one New Sarossa Share

Accordingly, immediately upon the Scheme becoming effective, a New Sarossa Shareholder will have the same proportionate interest in the profits, net assets and dividends of New Sarossa as they had in Old Sarossa immediately prior to the Scheme Effective Date. The Sarossa Group will have the same business and operations immediately after the Scheme Effective Date as it had immediately before the Scheme Effective Date. The assets and liabilities of the Sarossa Group immediately after the Scheme Effective Date will not differ from the assets and liabilities Old Sarossa had before the Scheme Effective Date, save that New Sarossa will hold all of the ordinary shares then in issue in Old Sarossa.

The rights attached to the New Sarossa Shares following the Scheme will be, for all practical purposes, the same as the rights attached to the Old Sarossa Ordinary Shares. A summary of the rights attaching to the New Sarossa Shares is set out in the Circular.

Current trading & prospects

As described in the interim results released on 26 February 2014, the Sarossa Group delivered an after-tax profit for the six months ended 31 December 2013 of £0.47 million compared to a small loss of £0.03 million in the previous 2012 half year. The reported profit mainly reflects unrealised revaluation gains amounting to £0.51 million on portfolio investments and on a derivative trading asset in the six month period.

The Sarossa Group continues to benefit from a strong balance sheet with cash balances of £7.44 million at 31 December 2013 compared to cash balances of £6.87 million at the previous 30 June 2013 year end. Net assets as at 31 December 2013 were £14.00 million compared with £13.53 million as at 30 June 2013.

Old Sarossa currently holds two principal portfolio investments and one other investment, all of which are quoted on AIM, and for which the carrying value as at 31 December 2013 was £7.82 million (31 December 2012: £1.0 million represented by one quoted holding). In addition, Old Sarossa has subscription options in GVC Holdings Plc for which the carrying value as a derivative trading asset as at 31 December 2013 was £0.46 million (31 December 2012: £nil).

The Board has continued to adopt a highly selective investment approach in these times of global economic uncertainty. Consequently, whilst the Board identified and reviewed a number of potential opportunities in the period, it did not make any further investments and nor did it seek any realisations of existing investments in the six months ended 31 December 2013.

Since the 31 December 2013 half year end, the Sarossa Group's cash balances have remained relatively unchanged but the value of its investments has increased by £2.39 million in the period to 13 March 2014 reflecting further unrealised revaluation gains on its investments in the period. Net assets have increased by a similar amount, less any provision which may be required for deferred tax on these revaluation gains at the standard UK corporation tax rate of 23 per cent., to the extent that these gains are not offset by eligible tax losses brought forward.

Looking ahead, the backdrop for equity investors is generally positive with a global recovery thought to be underway and with inflation under control. There is, however, reason for continued caution in the near term as economies remain vulnerable to Europe's debt crisis and the slowing down of Federal Reserve bond purchases in the US. This environment is also adversely affecting the valuations of many good businesses and the Board will, therefore, continue to maintain a rigorous and highly selective investment approach with a view to exploiting opportunities as they emerge.

Change of name & TIDM

The Proposals, should they become effective, will have the effect of changing the name of the quoted holding company of the Sarossa Group from Sarossa Capital Plc to Sarossa Plc. Accordingly, it is proposed that following completion of the Scheme the New Sarossa Shares will trade under the TIDM 'SARS'.

Voting & Action to be taken

The Scheme requires approval by a simple majority in number representing not less than 75 per cent. of the nominal value of the Old Sarossa Ordinary Shares of those Old Sarossa Ordinary Shareholders present and voting (either in person or by proxy) at the Court Meeting. The passing of a special resolution at the General Meeting is also required to effect the Scheme.

The implementation of the Old Sarossa Reduction of Capital will require the passing of a special resolution of the Old Sarossa Ordinary Shareholders at the General Meeting.

Further particulars of the Court Meeting and the General Meeting are contained in Part 2 of the Circular.

In addition, the Scheme requires the sanction of the Court and the Old Sarossa Reduction of Capital requires the confirmation from the Court. The Court Hearing to approve the Scheme and the Old Sarossa Reduction

of Capital is expected to be held on 1 May 2014.

Further details of action to be taken is set out in the Circular.

Recommendation

The Board, having been so advised by WH Ireland, considers the Proposals and their terms to be fair and reasonable. The Board also considers the Proposals and their terms to be in the best interests of shareholders of Old Sarossa as a whole and accordingly, the Board unanimously recommends Old Sarossa Ordinary Shareholders to vote in favour of the Scheme at the Court Meeting and to vote in favour of the resolution proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings of Old Sarossa Ordinary Shares, being in aggregate 9,744,140 OldSarossa Ordinary Shares, which represent approximately 1.52 per cent. of the issued Old Sarossa Ordinary Shares as at 19 March 2014, the latest practicable date prior to publication of the Circular, and which represents approximately 1.52 per cent. of the votes attached to Old Sarossa Ordinary Shares in issue on 19 March 2014 that could be cast at the General Meeting.

Listing, dealings, share certificates & settlement

Application will be made to the London Stock Exchange for 639,360,364 New Sarossa Shares to be admitted to trading on AIM. The ISIN of the New Sarossa Shares will be JE00BKWBZV64. It is expected that the New Sarossa Shares will be issued, their admission will become effective and that dealings will commence on 2 May 2014.

If all the conditions to the Scheme are satisfied, Old Sarossa intends to seek the delisting of the Old Sarossa Ordinary Shares from AIM with effect from the Scheme Effective Date. The last day of dealings in Old Sarossa Ordinary Shares is expected to be on 1 May 2014. The last day for registration of transfers of Old Sarossa Ordinary Shares is expected to be on 1 May 2014.

These dates may be deferred if it is necessary to adjourn any meetings required to approve the Scheme as described in the Circular or there is any delay in obtaining the Court's sanction of the Scheme or its confirmation of the Old Sarossa Reduction of Capital. In the event of a delay, the application for cancellation of the Old Sarossa Ordinary Shares will be deferred so that the admission will not be cancelled until immediately prior to the Scheme Effective Date.

On the Scheme Effective Date, all certificates representing Old Sarossa Ordinary Shares will cease to be valid and binding in respect of such holdings and should be destroyed. Definitive share certificates for the New Sarossa Shares of Old Sarossa Ordinary Shareholders who held their Old Sarossa Ordinary Shares in certificated form are expected to be despatched within 14 days after the Scheme Effective Date. In the case of joint holders, certificates will be despatched to the joint holder whose name appears first in the register of members. All certificates will be sent by pre-paid first class post at the risk of the person entitled thereto.

Old Sarossa Ordinary Shares held in uncertificated form will be disabled in CREST on the Scheme Effective Date.

For Old Sarossa Ordinary Shareholders who hold their Old Sarossa Ordinary Shares in a CREST account, New Sarossa Shares are expected to be credited to the relevant CREST accounts on 2 May 2014. CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The New Sarossa Articles permit the holding of New Sarossa Shares under the CREST system. The New Sarossa Directors will apply for the New Sarossa Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in New Sarossa Shares following Admission may take place within the CREST system. CREST is a voluntary system and holders of New Sarossa Shares who wish to receive and retain share certificates will be able to do so.

Expected timetable of principal events

Notes to expected timetable of principal events

All references to time in this announcement are to London time unless otherwise stated. The dates given are based on the Directors' expectations and may be subject to change. If the scheduled date of the Court Hearing is changed, then Old Sarossa will give adequate notice of the change by issuing an announcement through the Regulatory Information Service. All Old Sarossa Ordinary Shareholders have the right to attend the Court Hearing.

1) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date falling two days before the adjourned meeting.

2) To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned.

3) These times and dates are indicative only and will depend, amongst other things, on whether the Court Meeting and the General Meeting are adjourned for any reason and the date on which the Court sanctions the Scheme.

Further information

Further information regarding the Proposals and the Scheme are set out in the Circular, which was posted to shareholders today and is available from www.sarossacapital.com.

Definitions

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

- ends -

For further information :

Sarossa Capital Plc

Mike Bretherton, Chairman 01481 738724

WH Ireland Limited (Nominated adviser)

Chris Fielding, Head of Corporate Finance 020 7220 1650