Result of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OR OTHER SECURITIES OF PROACTIS HOLDINGS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER, ISSUE OR SOLICITATION WOULD BE UNLAWFUL.

PROACTIS Holdings PLC

Result of Placing

PROACTIS Holdings PLC ("PROACTIS", the "Group" or the "Company"), the specialist Spend Control software provider, is pleased to announce that further to the announcement released by the Company this morning at 7.00 a.m. (the "Impact Announcement"), that a total of 9,259,260 Placing Shares have been successfully placed with existing and new institutional investors, at the Placing Price of 135 pence per Share by finnCap as sole broker, raising gross proceeds of approximately £12.5 million. The Placing Price of 135 pence per Share represents a premium of 9.3 per cent. to the closing mid-market price of 123.5 pence per Share on 9 November 2016, being the last practicable date prior to the announcement of the Placing and the Acquisition. The Placing Shares represent approximately 18.9 per cent. of the enlarged issued share capital of the Company.

Application has been made to the London Stock Exchange for the 9,259,260 Placing Shares to be admitted to trading on AIM. Admission is expected to occur at 8.00 a.m. on 15 November 2016. The Placing is conditional upon, inter alia, Admission becoming effective, the Placing Agreement not having been terminated in accordance with its terms and the Acquisition Agreement not having been terminated in accordance with its terms and conditions. The Placing is not conditional on completion of the Acquisition. As a result, it is possible that the Placing Shares could be issued without the Acquisition proceeding.

Following Admission, the Company's issued share capital will comprise 49,094,419 Shares. The Company does not hold any Shares in treasury. Therefore (unless otherwise announced), following the issue of the Placing Shares, the total number of voting rights in the Company will be 49,094,419.

This figure of 49,094,419 may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directors' holdings

Subject to Admission having taken place, the Directors' respective beneficial holdings in the Company will be as follows:

All terms in this announcement have the meaning given to them in the Impact Announcement unless otherwise defined herein.

Rod Jones, Chief Executive of PROACTIS, said:

"We are delighted with the support shown for this Placing and Acquisition, which has resulted in the Placing being significantly oversubscribed with the Placing Price at a premium, by both existing and certain new investors, who we welcome on to the Company's share register. This is a clear vote of confidence in the Board's growth strategy.

"We look forward to welcoming Millstream into the Group and look forward to working with the team to provide our widened customer base with the Group's enhanced products and solutions."

Enquiries:

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