Result of Placing of Convertible Preference Shares

16 June 2016

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Raven Russia Limited ("Raven Russia" or the "Company")

Result of Placing of Convertible Preference Shares

Publication of Circulars in connection with the approval of the Rule 9 Waiver and related party transaction, authority to issue shares, disapplication of pre-emption rights, adoption of the New Articles and Notice of General Meeting and Class Meeting, all in connection with the Placing of Convertible Preference Shares

On 17 May 2016, the Board announced a proposed fundraising of a minimum of £105.5 million by way of a placing of new Convertible Preference Shares to be listed on the CISEA Official List. In addition to these firm commitments, the Company has also now secured additional firm commitments from new and existing investors to subscribe for a further 3,114,500 Convertible Preference Shares. Consequently, the Company has secured firm commitments from new and existing investors to subscribe for an aggregate number of 108,689,501 Convertible Preference Shares in the Placing, amounting to approximately £108.7 million in aggregate.

The Placing is conditional on, inter alia, Ordinary Shareholders and Preference Shareholders passing the resolutions at the General Meeting and Class Meeting, to be held on 6 July 2016, necessary to constitute and authorise the issue of the Convertible Preference Shares, and admission of the Convertible Preference Shares to the CISEA Official List. It is expected that the Convertible Preference Shares will be admitted to the CISEA Official List and to trading on the SETSqx platform of the London Stock Exchange on or around 7 July 2016.

The Company also announces that it has today posted circulars (including notices convening the General Meeting and Class Meeting) to Ordinary Shareholders and Preference Shareholders in respect of the Placing. A copy of each of the circulars has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The circulars will also shortly be available on the Company's website at www.ravenrussia.com.

Further information

Raven Russia Limited Tel: +44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

Novella Communications (PR Adviser) Tel: +44 (0) 20 3151 7008

Tim Robertson

Toby Andrews

N+1 Singer (UK Sponsor, Financial Adviser and Broker) Tel: +44 (0) 20 7496 3000

Corporate Finance - James Maxwell / Liz Yong

Sales - Alan Geeves / James Waterlow

Ravenscroft (CISEA Sponsor) Tel: +44 (0) 1481 729100

David McGall

1. Introduction

The Board announced on 17 May 2016 a proposed fundraising of a minimum of £105.5 million by way of a placing of new Convertible Preference Shares to be listed on the CISEA Official List.

In addition to the firm commitments from existing institutional investors and EBT 1 to subscribe for an aggregate number of approximately 105.5 million Convertible Preference Shares (as detailed in the announcement on 17 May 2016), the Company has also now secured additional firm commitments from new and existing institutional investors to subscribe for a further 3,114,500 Convertible Preference Shares.

Consequently, the Company has secured firm commitments from new and existing investors to subscribe for an aggregate number of 108,689,501 Convertible Preference Shares in the Placing, amounting to approximately £108.7 million in aggregate.

The Convertible Preference Shares will, on completion of the Placing, be issued by the Company at a subscription price of £1.00, have a 10 year period to maturity from the date of issue, have a cumulative preference dividend of 6.5 per cent. per annum on the subscription amount (payable in equal instalments quarterly in arrears) and will be redeemable at maturity at a price of £1.35 per Convertible Preference Share. The Convertible Preference Shares will be convertible at a rate of 1.818 Ordinary Shares for each Convertible Preference Share (subject to certain adjustments) which is equivalent to approximately 55p per Ordinary Share, and represents (i) a premium of 66.68 per cent. to the Company's Ordinary Share price as at the close of business on 16 May 2016 (the day immediately preceding the date of the Placing Announcement), (ii) a premium of 65.43 per cent. to the Company's Ordinary Share price as at the close of business on 15 June 2016 (being the latest practicable date prior to the publication of the Circular) and (iii) 12.76 per cent. to the Group's latest published audited adjusted fully diluted net asset value per Ordinary Share.

The implementation of the Placing requires the approval of Ordinary Shareholders to adopt the New Articles, to give the Directors authority to issue the Convertible Preference Shares and the New Ordinary Shares on Conversion and to disapply pre-emption rights in connection with the issue of the Convertible Preference Shares. The participation of IPHIF in the Placing also requires the approval of the Invesco Independent Shareholders because (i) the potentially increased ordinary shareholding of the Invesco Funds as a consequence of Conversion requires a Rule 9 Waiver under the Takeover Code and (ii) the participation of IPHIF in the Placing constitutes a 'related party transaction' pursuant to chapter 11 of the Listing Rules.

2. Background to and reasons for the Placing

Following consultation with a number of the Company's existing institutional shareholders, the Directors consider that the proposed issue of Convertible Preference Shares pursuant to the Placing will deliver a number of significant benefits to the Company and its investors, including:

• together with existing cash balances, allowing the Group to take advantage of new investment opportunities and reduce outstanding amortising debt;

• allowing the Company to diversify its source of funding whilst minimising dilution to Ordinary Shareholders and improve the cash coverage ratio for the Preference Shares; and

• improving the Group's debt amortisation profile.

The Directors currently anticipate that the proceeds of the Placing will be utilised to reduce outstanding amortising debt and improve the Group's debt amortisation profile. It will also allow existing cash resources to be made available for future value enhancing opportunities.

The Directors consider the proposed issue of Convertible Preference Shares to be the preferred source of funding for the Company compared to other options available. An issue of new Ordinary Shares at or around the current Ordinary Share price would be significantly more dilutive to those Ordinary Shareholders not taking part in the issue. Consequently, the Directors believe that whilst the opportunity exists to secure funding through the issue of Convertible Preference Shares for a period of ten years on better terms than those currently available from debt providers or through an issue of existing preference shares and at a conversion price at a significant premium to the current Ordinary Share price, the Placing represents an attractive method of securing and diversifying funding for the Group.

The Board believes that the Placing is in the best interests of the Ordinary Shareholders as a whole and is recommending that Ordinary Shareholders vote in favour of the Resolutions at the General Meeting convened for that purpose, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares at the time of the General Meeting.

The Board also believes that the Placing is in the best interests of the Preference Shareholders as a whole and is recommending that Preference Shareholders vote in favour of the Class Consent Resolution at the Class Meeting convened for that purpose, as the Directors intend to do in respect of their own beneficial holdings of Preference Shares at the time of the Class Meeting.

3. Details of the Placing

The Company is proposing to issue a minimum of 84,114,500 Convertible Preference Shares to investors pursuant to the Placing. Assuming that the Waiver Resolution and the RPT Resolution are passed along with all other Resolutions and the Class Consent Resolution, the maximum number of Convertible Preference Shares to be issued to investors pursuant to the Placing is 108,689,501.

N+1 Singer has, on the terms and subject to the conditions set out in the Placing Agreement, agreed to use reasonable endeavours, as agent of the Company, to procure placees for the Convertible Preference Shares.

The obligations of N+1 Singer are conditional, inter alia, on (i) Admission becoming effective by no later than 8.00 a.m. on 7 July 2016 (or such later time and/or date as the Company and N+1 Singer may agree, being no later than 8.00 a.m. on 26 August 2016), (ii) certain of the Resolutions to be proposed at the General Meeting and Class Meeting being passed and (iii) the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

N+1 Singer shall be entitled to terminate the Placing Agreement by giving written notice to the Company if, at any time before Admission any of the warranties contained therein are or become untrue, inaccurate or misleading in any material respect or a force majeure event or material adverse change in respect of the Company occurs prior to Admission.

As described in paragraph 1 above, the Company has secured firm commitments from placees to subscribe for an aggregate number of 108,689,501 Convertible Preference Shares.

The Convertible Preference Shares will, when issued, be subject to the New Articles, be credited as fully paid and will rank pari passu in all respects with each other. The Convertible Preference Shares will be issued free of any encumbrance, lien or other security interest.

As set out in paragraph 1 above, the implementation of the Placing requires the approval of Ordinary Shareholders to adopt the New Articles, to give the Directors authority to issue the Convertible Preference Shares and the New Ordinary Shares on Conversion and to disapply pre-emption rights in connection with the issue of the Convertible Preference Shares. The participation of IPHIF in the Placing also requires the approval of the Invesco Independent Shareholders because (i) the potentially increased ordinary shareholding of the Invesco Funds as a consequence of Conversion requires a Rule 9 Waiver under the Takeover Code and (ii) the participation of IPHIF in the Placing constitutes a 'related party transaction' pursuant to chapter 11 of the Listing Rules.

In the event that the RPT Resolution and/or the Waiver Resolution are not passed, but Resolutions 3, 4 and 5 are passed at the General Meeting and the Class Consent Resolution is passed at the Class Meeting, the Placing will still proceed but IPHIF will not participate in the Placing and its commitment to subscribe for Convertible Preference Shares will lapse. In these circumstances, the Company will issue 84,114,500 Convertible Preference Shares to investors pursuant to the Placing.

Application will be made to the CISEA for admission of the Convertible Preference Shares to the CISEA Official List and to the London Stock Exchange for admission of the Convertible Preference Shares to trading on the SETSqx platform. The Convertible Preference Shares will not be listed on the UKLA Official List. The Company intends to apply for a listing of the Convertible Preference Shares on the UKLA Official List if and when it satisfies the eligibility criteria.

The Convertible Preference Shares will be issued in registered form and may be held in either certificated or uncertificated form. Any Convertible Preference Shares issued in uncertificated form pursuant to the Placing will be transferred to successful applicants through the CREST system.

If the minimum number of Convertible Preference Shares, being 84,114,500, were issued pursuant to the Placing, such Convertible Preference Shares would represent (on a converted basis at a conversion rate of 1.818 Ordinary Shares for each Convertible Preference Share) approximately 22.40 per cent. of the Ordinary Share Capital as at 15 June 2016 (being the latest practicable date prior to the publication of the Circular), assuming all of such Convertible Preference Shares were converted into Ordinary Shares.

If the maximum number of Convertible Preference Shares, being 108,689,501, were issued pursuant to the Placing, such Convertible Preference Shares would represent (on a converted basis at a conversion rate of 1.818 Ordinary Shares for each Convertible Preference Share) approximately 28.95 per cent. of the Ordinary Share Capital as at 15 June 2016 (being the latest practicable date prior to the publication of the Circular), assuming all of such Convertible Preference Shares were converted into Ordinary Shares.

4. Adoption of New Articles

It is proposed that the Company adopt new articles of incorporation. The New Articles are intended to replace the Current Articles in their entirety. The principal changes being proposed in the New Articles are to incorporate the rights of the Convertible Preference Shares and to make certain consequential changes. A summary of the principal terms of the Convertible Preference Shares, which will be incorporated into the New Articles, is set out in Part 4 of the Circular.

A copy of the New Articles (including a copy marked up to show the changes from the Current Articles) is available at the Company's website www.ravenrussia.com and will also be made available for inspection as specified in note 9 to the Notice.

5. Irrevocable undertakings to vote in favour of the Resolutions

General Meeting

Each of IAML (as discretionary manager on behalf of the Invesco Funds), Woodford Investment Management LLP, Old Mutual Global Investors (UK) Limited, EBT 1, EBT 2 and each of the Directors and certain of their connected persons has irrevocably undertaken to the Company to vote in favour of the Resolutions at the General Meeting, representing 54.70 per cent. of the Ordinary Share Capital. Excluding the Invesco Funds which will not be permitted to vote on the RPT Resolution and the Waiver Resolution, this represents 33.85 per cent. of the Ordinary Share Capital eligible to vote on the RPT Resolution and Waiver Resolution. IAML (as discretionary manager on behalf of the Invesco Funds) has irrevocably undertaken to the Company not to vote (and to take all reasonable steps to ensure that no associates of the Invesco Funds will vote) on the RPT Resolution and the Waiver Resolution.

Class Meeting

Each of IAML (as discretionary manager on behalf of the Invesco Funds), Woodford Investment Management LLP, Old Mutual Global Investors (UK) Limited, EBT 1 and each of the Directors and certain of their connected persons has irrevocably undertaken to the Company to vote in favour of the Class Consent Resolution at the Class Meeting, representing 63.30 per cent. of the Preference Share Capital.

6. Rule 9 of the Takeover Code and background to the Rule 9 Waiver

The terms of the Placing give rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protections they afford are described below.

Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares.

Rule 9 of the Takeover Code also provides, inter alia, that where any person, together with any persons acting in concert with him, is interested in shares carrying not less than 30 per cent. but does not hold more than 50 per cent. of a company's voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person. The Panel will also deem an obligation to make an offer to have arisen under Rule 9 on the acquisition by a single member of a concert party of an interest in shares carrying 30 per cent. or more of a company's voting rights, or, if he is already interested in 30 per cent. or more but does not hold more than 50 per cent., an acquisition which increases his percentage holding of interests in shares in that company.

An offer under Rule 9 of the Takeover Code must be made in cash and at the highest price paid by the person required to make the offer (or any persons acting in concert with him) for any such shares within the 12 months prior to the announcement of the offer.

For the purposes of the Takeover Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) actively co-operate, to obtain or consolidate control of that company. Control means a holding, or aggregate holdings, of interests in shares carrying in aggregate 30 per cent. or more of the voting rights (as defined in the Takeover Code), irrespective of whether the holding or holdings give de facto control.

IAML (as discretionary manager on behalf of IPHIF) has committed to procure the participation by IPHIF to subscribe for 24,575,001 Convertible Preference Shares in the Placing. As at 15 June 2016 (being the latest practicable date prior to the publication of the Circular), the Invesco Funds hold approximately 31.52 per cent. of the Ordinary Share Capital.

If only IPHIF's Convertible Preference Shares are converted into Ordinary Shares, the maximum aggregate interest of the Invesco Funds' in the Company's Enlarged Ordinary Share Capital will be 40.05 per cent. (assuming no Warrants are validly exercised in such period, no other Ordinary Shares are issued by the Company, there have been no adjustments to the Conversion Rate and the Company utilises in full its existing Market Purchase Authorities).

If all of the Convertible Preference Shares are converted into Ordinary Shares, the expected maximum aggregate interest of the Invesco Funds' in the Company's Enlarged Ordinary Share Capital will be 32.41 per cent. (assuming no Warrants are validly exercised in such period, no other Ordinary Shares are issued by the Company, there have been no adjustments to the Conversion Rate and the Company utilises in full its existing Market Purchase Authorities).

The Panel has agreed, however, to waive the obligation on the members of the Invesco Concert Party to make a general offer that would otherwise arise as a result of the increased holding of interests in Ordinary Shares following Conversion, provided the approval, on a poll of the Invesco Independent Shareholders is obtained at the General Meeting. Accordingly, the Waiver Resolution is being proposed at the General Meeting and will be taken on a poll. The Invesco Concert Party will not be entitled to vote on the Waiver Resolution.

For the avoidance of doubt, the Rule 9 Waiver applies only in respect of the increase in holdings of Ordinary Shares by members of the Invesco Concert Party resulting from Conversion and not in respect of other increases in their respective holdings. No member of the Invesco Concert Party has taken part in any decision of the Board relating to the proposal to seek the Rule 9 Waiver.

In the event that the Waiver Resolution is approved by Ordinary Shareholders, the Invesco Concert Party will not be restricted from making an offer for the Company.

Further details concerning the Invesco Concert Party are set out in the Circular.

7. Related Party Transaction

The Invesco Funds are, taken together, substantial Ordinary Shareholders for the purposes of chapter 11 of the Listing Rules. The Invesco Funds are therefore considered to be related parties for the purposes of chapter 11 of the Listing Rules.

As noted in paragraph 6 above, IAML (as discretionary manager on behalf of IPHIF) has committed to procure the participation by IPHIF to subscribe for 24,575,001 Convertible Preference Shares in the Placing. Under chapter 11 of the Listing Rules, the participation by IPHIF in the Placing constitutes a related party transaction and will require the approval of Invesco Independent Shareholders.

This is the purpose of Resolution 2 as set out in the Notice.

IAML (as discretionary manager on behalf of the Invesco Funds) has irrevocably undertaken to the Company not to vote (and to take all reasonable steps to ensure that no associates of the Invesco Funds will vote) on the RPT Resolution.

Having been so advised by N+1 Singer, the Company's UK sponsor, the Board considers that the terms of the participation by IPHIF in the Placing are fair and reasonable as far as the Ordinary Shareholders are concerned and in the best interests of the Ordinary Shareholders as a whole.

Under Listing Rule 11.1.10R, the participation by EBT 1 in the Placing constitutes a 'smaller' related party transaction and as such does not require the approval of independent Ordinary Shareholders.

8. Authority to issue and disapplication of pre-emption rights

It is proposed that the Directors be authorised to exercise all the powers of the Company to issue up to 108,689,501 Convertible Preference Shares, representing (on a converted basis at a conversion rate of 1.818 Ordinary Shares for each Convertible Preference Share) approximately 28.95 per cent. of the Ordinary Share Capital as at 15 June 2016 (being the latest practicable date prior to the publication of the Circular) and to issue the requisite number of Ordinary Shares upon Conversion, calculated by reference to the prevailing Conversion Rate. Under Guernsey law, directors' authority to issue shares does not need to be limited by reference to a fixed expiry date, and no such expiry date is proposed in respect of the above authority.

Other than (i) the issue of the Convertible Preference Shares pursuant to the terms of the Placing, (ii) the issue of New Ordinary Shares upon Conversion and (iii) the issue of Ordinary Shares on the exercise of Warrants, the Directors have no present intention of issuing any of the authorised but unissued share capital of the Company.

The Current Articles contain pre-emption rights which require that, in the event that the Company issues equity securities (as defined in the Current Articles) for cash, such equity securities shall first be offered pre-emptively to existing Ordinary Shareholders before they may be offered to third parties (unless such rights have been disapplied by a special resolution). The Convertible Preference Shares are equity securities for the purposes of the Current Articles.

It is therefore proposed, in addition to the Existing Disapplication which will remain in place, to disapply such pre-emption rights in respect of the issue of up to 108,689,501 Convertible Preference Shares pursuant to the Placing, representing (on a converted basis at a conversion rate of 1.818 Ordinary Shares for each Convertible Preference Share) approximately 28.95 per cent. of the Ordinary Share Capital as at 15 June 2016 (being the latest practicable date prior to the publication of the Circular).

9. General Meeting

The implementation of the Placing, the related requirement for a Rule 9 Waiver, the participation by IPHIF in the Placing and the adoption of the New Articles will require Ordinary Shareholders' approval in order for the Company to proceed with the Placing. Notice of a General Meeting of the Company to be held at the offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey GY1 4BZ at 9.00 a.m. on 6 July 2016 is set out in the Circular, at which the Resolutions will be proposed, a summary of which is set out below.

Resolutions

1 An ordinary resolution of the Invesco Independent Shareholders (taken on a poll) to approve the Rule 9 Waiver in connection with the additional Ordinary Shares that would be held by the Invesco Funds as a result of any subsequent Conversion of the Convertible Preference Shares held by them (as explained in paragraph 6 above).

2 An ordinary resolution to approve the proposed participation by IPHIF in the Placing (as explained in paragraph 7 above).

3 An ordinary resolution to grant to the Directors the authority to issue (i) the Convertible Preference Shares and (ii) the New Ordinary Shares upon Conversion.

4 Conditional upon the passing of Resolutions 3 and 5 and the Class Consent Resolution, a special resolution to adopt the New Articles.

5 In addition to the Existing Disapplication, a special resolution to disapply the pre-emption rights in the Current Articles in respect of the proposed issue of the Convertible Preference Shares pursuant to the Placing.

The full text of each Resolution is set out in the Notice.

Resolutions 1, 2 and 3 are being proposed as ordinary resolutions. An ordinary resolution requires a simple majority of the votes cast (by persons present in person or by proxy) at the General Meeting to be in favour of the resolution for the resolution to be passed.

Resolutions 4 and 5 are being proposed as special resolutions. A special resolution requires a majority of not less than 75 per cent. of the votes cast (by persons present in person or by proxy) at the Class Meeting to be in favour of the resolution for the resolution to be passed.

In the event that Resolutions 1 and/or 2 are not passed, the Placing will still proceed but IPHIF will not participate in the Placing and its commitment to subscribe for Convertible Preference Shares will lapse.

In the event that any of Resolutions 3, 4, 5 and/or the Class Consent Resolution are not passed, the Placing will not proceed.

10. Recommendation

The Board has received financial advice from N+1 Singer in relation to the Rule 9 Waiver. The Board, having been so advised by N+1 Singer, consider, taken together, the Placing and the Rule 9 Waiver to be fair and reasonable as far as the Invesco Independent Shareholders are concerned and in the best interests of the Invesco Independent Shareholders as a whole. In providing its financial advice to the Board, N+1 Singer has taken into account the Board's commercial assessments.

Accordingly, the Board unanimously recommend that Ordinary Shareholders vote in favour of Resolution 1 to be proposed at the General Meeting.

The Board has also received financial advice from N+1 Singer in relation to the participation by IPHIF in the Placing. The Board, having been so advised by N+1 Singer, consider the participation by IPHIF in the Placing to be fair and reasonable as far as the Ordinary Shareholders are concerned and in the best interests of the Ordinary Shareholders as a whole. In providing its financial advice to the Board, N+1 Singer has taken into account the Board's commercial assessments.

Accordingly, the Board unanimously recommend that Ordinary Shareholders vote in favour of Resolution 2 to be proposed at the General Meeting.

The Board believes that Resolutions 3, 4 and 5 to be proposed at the General Meeting are in the best interests of the Ordinary Shareholders as a whole. Accordingly, the Board unanimously recommend that Ordinary Shareholders vote in favour of Resolutions 3, 4 and 5 to be proposed at the General Meeting.

The Board also unanimously recommend that Preference Shareholders vote in favour of the Class Consent Resolution to be proposed at the Class Meeting.

The Directors (and certain of their connected persons) have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting in respect of their respective individual holdings of Ordinary Shares as at the date of the General Meeting, representing 9.01 per cent. of the Ordinary Share Capital. The Directors (and certain of their connected persons) have also irrevocably undertaken to vote in favour of the Class Consent Resolution at the Class Meeting in respect of their respective individual holdings of Preference Shares as at the date of the Class Meeting, representing 9.52 per cent. of the Preference Share Capital.

Expected Timetable

If any of the above times and/or dates change, the revised times and/or dates will be notified to Ordinary Shareholders by an announcement through the Regulatory Information Service of the London Stock Exchange. All references in this announcement are to London time unless otherwise stated.

Placing Statistics

1 Assuming that either the Waiver Resolution and/or the RPT Resolution are not passed, but all of the other Resolutions and the Class Consent Resolution are passed.

2 Assuming that all of the Resolutions (including the Waiver Resolution and the RPT Resolution) and the Class Consent Resolution are passed.

3 Assuming that only 84,114,500 Convertible Preference Shares are issued pursuant to the Placing, all of such Convertible Preference Shares are converted into Ordinary Shares, no Warrants are validly exercised in such period, no other Ordinary Shares are issued by the Company, there have been no adjustments to the Conversion Rate and the Company utilises in full its existing Market Purchase Authorities.

4 Assuming that 108,689,501 Convertible Preference Shares are issued pursuant to the Placing, all of such Convertible Preference Shares are converted into Ordinary Shares, no Warrants are validly exercised in such period, no other Ordinary Shares are issued by the Company, there have been no adjustments to the Conversion Rate and the Company utilises in full its existing Market Purchase Authorities.

Definitions

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