Rejection of Mandatory Offer

4 February 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

ISG plc ("ISG" or the "Company")

Rejection of mandatory offer of 171p per share from Cathexis UK Holdings Limited ("Cathexis")

Further to the publication of Cathexis' revised Offer of 171p on 3 February 2016 ("the Offer"), the Board of ISG, together with its advisers, has carefully considered the Offer and is unanimous in rejecting it as it continues to undervalue ISG and its future prospects.

The Board has taken into account the recent issues in UK Construction and the likely time it will take for ISG to fully deliver on the turnaround plan that is in progress. The Board remains confident that delivery of this plan, coupled with the ongoing progress being made in its core fit out businesses, will provide over the medium term greater value for Shareholders than the Offer.

The Board has also taken into account Cathexis' recent announcement that it currently owns 33.06%, and the potential impact on Shareholders of actions that it could take as a result of having such a significant shareholding, if the Offer was unsuccessful.

ISG will be writing to Shareholders with its formal response to the Offer shortly to explain why it has reached this conclusion. The Board of ISG strongly advises all Shareholders to take no action and, in particular, not to sell their ISG shares.

ALL ISG SHAREHOLDERS ARE ADVISED TO TAKE NO ACTION WHATSOEVER AND TO IGNORE THE OFFER.

Enquiries:

ISG plc

Numis

Disclaimer

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for ISG and no one else in connection with the Offer and the contents of this announcement and will not be responsible to anyone other than ISG for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.

Publication on Website

A copy of this announcement will be available on the Company's website (www.isgplc.com) by no later than 12 noon (London time) on 5 February 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Responsibility statement

The Directors of ISG accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.