Rejection of Offer & Statement re Possible Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

22 November 2016

ServicePower Technologies Plc ("ServicePower" or the "Company")

Rejection of offer from Jonas Computing (UK) LTD. and statement regarding a further Possible Offer

Further to the announcement made by ServicePower Technologies Plc on 10 November 2016 regarding the offer by Jonas Computing (UK) LTD. ("Jonas"), an indirect wholly owned subsidiary of Constellation Software Inc, to acquire the entire issued and to be issued share capital of the Company (the "Offer") and in response to the announcement made by Jonas today, the Board confirms that having carefully considered the Offer together with its advisers, that it has concluded that the Offer undervalues the Company and has formally rejected the Offer.

The Board also confirms that it has received an approach from, and is in discussions with Diversis Capital, LLC ("Diversis") in relation to a possible cash offer being made by Diversis or through a wholly owned entity of Diversis for the entire issued and to be issued share capital of ServicePower (the "Possible Offer"). The approach has been made at an indicative price of 6 pence per ordinary share of 1 pence each in the capital of the Company. The Board would like to emphasise that these discussions are at a preliminary stage and that there can be no assurances that such an offer will be made for ServicePower, nor as to the terms on which any offer will be made. Shareholders are advised to take no action.

This statement is being made by ServicePower without the prior agreement or approval of Diversis.

As a consequence of this announcement, an "Offer Period" has commenced in respect of the Company in accordance with the rules of the Code.

In accordance with Rule 2.6(a) of the Code, Diversis must, by not later than 5.00 p.m. on 20 December 2016, either announce a firm intention to make an offer for ServicePower in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

The relevant deadline will cease to apply to Diversis if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for ServicePower. In such circumstances, Diversis will be required to clarify its intentions in accordance with Rule 2.6(d) of the Code.

This is an announcement falling under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Further announcements will be made as and when appropriate.

Rule 2.9

In accordance with Rule 2.9 of the Code, ServicePower confirms that, as of the date of the announcement, it has in issue 227,560,827 ordinary shares of 1 penny each. The International Securities Identification Number ("ISIN") number of the ordinary shares is GB0003831095.

For further information:

The information communicated in this announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation 9EU) No. 596/2014.

About ServicePower

ServicePower, the acknowledged leader in Optimization Technology, provides an innovative global, mobile workforce management software platform used by organizations with mobile workers to maximize productivity and efficiency, intelligently schedule appointments, SLA and complex jobs, as well as parts. Our platform focuses on solving fundamental field service problems with patented routing optimization, M2M connected services, contractor and warranty management, cutting edge enterprise mobile and business management technology, robust business intelligence and asset tracking.

ServicePower is listed on the AIM market of the London Stock Exchange with the ticker SVR.L. For more information please visit http://www.servicepower.com/.

finnCap Ltd ("finnCap"), which is regulated in the United Kingdom by The Financial Conduct Authority, is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap or for providing advice in relation to the matters described in this announcement.

Stockdale Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Diversis and no one else in connection with the Possible Offer and will not be responsible to anyone other than Diversis for providing the protections afforded to clients of Stockdale Securities Limited or for providing advice in connection with the Possible Offer, the content of this announcement or any matter or arrangement referred to herein.

The directors of ServicePower accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.servicepower.com/rns-feed by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.