Publication of Prospectus

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into Australia, Canada, Japan, the Republic of South Africa or the United States.

Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Haversham Holdings plc, in connection with the proposed admission of its ordinary shares ("Shares") to the standard listing segment of the Official List of the UK Financial Conduct Authority (the "FCA") and to trading on the Main Market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus is available for inspection on the Company's website at www.thehavershamholdings.com.

HAVERSHAM HOLDINGS PLC

to be renamed BCA Marketplace plc

Publication of Prospectus

Further to the announcement published earlier today, Haversham Holdings Plc ("Haversham" or the "Company") confirms that its Prospectus dated 26 March 2015 has been approved by the UK Listing Authority.

The Prospectus relates to the proposed acquisition of the BCA Group, placing of new ordinary shares in the Company ("Placing") and the admission of the Company's ordinary shares to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange which is expected to take place on 2 April 2015 ("Proposals")

Copies of the Prospectus will be made available on the Company's website at http://www.havershamholdings.com/investors/reports-and-presentations/2015.aspx and, subject to applicable securities law, and free of charge during normal business hours at the registered office of the Company at 20 Buckingham Street, London, WC2N 6EF and Cenkos Securities, 6-8 Tokenhouse Yard, London EC2R 7AS.

The Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Haversham Holdings plc in connection with the Proposals and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Zeus Capital Limited ("Zeus Capital") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority  is acting exclusively for Haversham Holdings plc in connection with the Proposals and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

Merrill Lynch International, a subsidiary of Bank of America Corporation, ("Bank of America Merrill Lynch"), is acting exclusively for Haversham Holdings plc in connection with the Acquisition and for no one else and will not be responsible to anyone other than Haversham Holdings plc for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

This announcement is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Investors should not purchase or subscribe for any new Ordinary Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by the Company today in connection with the proposed Placing and the admission of the Enlarged Share Capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The Prospectus will be available at the registered office of the Company and at the offices of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA.  The Prospectus will also be submitted to the National Storage Mechanism and will be available for inspection

In any EEA Member State that has implemented Directive 2003/71/EC (together with any implementing measures in any Member State ("the Prospectus Directive") other than the United Kingdom) this announcement is only addressed to and directed at persons in such member states who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement may contain "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, targets, proposed acquisitions and objectives are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from results and performance expressed in, or implied by, these statements. These factors include but are not limited to those described in the Admission Document to be issued by the Company in due course.

The information given in this announcement and the forward-looking statements speak only as at the date of this announcement. Each of the Company, Cenkos, Zeus Capital and Bank of America Merrill Lynch (the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules, the Prospectus Rules or other applicable laws, regulations or rules.

The Ordinary Shares have not, nor will they be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. The Ordinary Shares may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act or subject to certain exceptions, into Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No representation or warranty, express or implied, is made by the Banks as to the contents of this announcement, or for the omission of any material from this announcement. the Banks have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by the Banks for the accuracy of any information or opinions contained in this document or for the omission of any information from this announcement.