Proposed Placing

HomeServe plc

23 November 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

PROPOSED SECONDARY PLACING OF 16 MILLION ORDINARY SHARES IN HOMESERVE PLC ("HomeServe" or the "Company")

Richard Harpin, CEO of HomeServe plc, and Drummond Kerr and Philip Harrison in their capacity as the trustees of the trust established by Richard Harpin in June 2010, (the "Selling Shareholders"), announce their intention to sell 16 million ordinary shares (the "Placing Shares"), in HomeServe plc representing 29% of Richard Harpin's total interest in the Company ("Placing"). 

Following this Placing, Richard Harpin will continue to be a significant shareholder in the Company, holding around 12% of the issued share capital, and has committed to a lock-up of 12 months with respect to this holding.

As previously announced in June 2010, Richard Harpin has a beneficial interest in the capital and income of the above mentioned trust. On completion of this placing, the trustees will cease to be shareholders in the Company.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing") which will be launched immediately following this announcement. Barclays Capital is acting as Sole Bookrunner for the Placing. Liberum Capital Limited ("Liberum Capital") is acting as Co-Bookrunner. In this announcement, reference to the "Managers" shall denote Barclays Capital and Liberum Capital.

The number of Placing Shares and the price at which the Placing Shares are to be placed will be agreed by the Managers and the Selling Shareholders at the close of the bookbuild process and will be announced shortly thereafter. The timing for the close of the bookbuild, pricing and allocations is at the absolute discretion of the Managers. The Placing Shares will be placed cum the interim dividend that has been proposed.

The proceeds of the Placing will be used to diversify Mr Harpin's financial portfolio as part of prudent financial planning.

The proceeds received by the trustees will remain within the trust until it terminates on 4 December 2010, when all of the income and capital will be distributed to Richard Harpin, subject to any retention by the trustees to settle any tax liabilities of the trust.

Barclays Capital  Tel: +44 (0)20 7623 2323

Adam Welham

Liberum Capital Tel: +44 (0)20 3100 2222

Steve Pearce

HomeServe plc Tel: +44 (0)19 2242 7979

Martin Bennett, Chief Financial Officer

Mark Jones, Head of Investor Relations

Tulchan Group Tel: +44 (0)20 7353 4200

Andrew Honnor

Christian Cowley

Martin Robinson

THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS DIRECTIVE'); (2) IN THE UK HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER'); AND (3) IN THE UK ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholders, Barclays Capital or Liberum Capital or their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, Barclays Capital or Liberum Capital or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholders, Barclays Capital and Liberum Capital to inform themselves about and to observe any such restrictions.

Barclays Capital and Liberum Capital are acting for the Selling Shareholders only in connection with the Placing, and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients of Barclays Capital and Liberum Capital nor for providing advice in relation to the Placing.

Barclays Capital is a marketing name used by Barclays Bank PLC, acting through its investment banking division Barclays Capital.