Results of Court Meeting and General Meeting

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CAPE PLC

ESTABLISHMENT OF NEW UK LISTED HOLDING COMPANY

Approval of Scheme of Arrangement at Court Meeting and General Meeting

On 9 May 2011, Cape plc (the "Company" or "Cape") announced details of the proposed change to the corporate structure of the Cape Group (the "Group"). The restructuring proposals (the "Proposals") will put in place a new parent company for the Group, which will be Jersey-incorporated and UK listed, with its tax residence in Singapore and Jersey ("New Cape"). The Proposals are being implemented by means of a scheme of arrangement of Cape under Part 26 of the Companies Act 2006 (the "Scheme"), involving a reduction of the capital of the Company under section 641 of the Companies Act 2006 (the "Reduction of Capital"),and are therefore subject to shareholder approval at a Court-convened meeting and a General meeting.

On 9 May 2011, Cape published and posted a circular (the "Scheme Circular") to shareholders of Cape. The Scheme Circular contains, among other things, the full terms and conditions of the Scheme and an explanatory statement in compliance with section 897 of the Companies Act 2006.

The Board of Cape is pleased to announce that at the Court Meeting and the General Meeting held earlier today, all the resolutions proposed at the meetings were duly passed.

Court Meeting

The resolution to approve the Scheme of Arrangement (including the Reduction of Capital) proposed at the Court Meeting was decided on a poll and the resolution was passed. The result of the poll was as follows:-

The Scheme Shares voted for and against the resolution to approve the Scheme represent 61.26 per cent. and 0.04 per cent. respectively of the total number of Scheme Shares (117,917,135) in issue at the Voting Record Time (6.00 p.m. on Monday, 23 May 2011).

Of a total of 216 Scheme Shareholders who voted at the Court Meeting (in person or by proxy), 212 (approximately 98.15 per cent. in number) voted for and 4 (approximately 1.85 per cent. in number) voted against the resolution to approve the Scheme.

General Meeting

In addition, at the General Meeting, the two special and two ordinary resolutions were also each decided on a poll and were all passed. The full text of each resolution is set out in the Notice of General Meeting in Part IX of the Scheme Circular, which is available on the Company's website - www.capeplc.com. The results of the polls were as follows:-

(+ Votes for Resolution no. 1 include 235,834,270 votes attributable to the 1 scheme share of £1 (the "2006 Creditor Scheme Share") held by The Law Debenture Trust Corporation p.l.c.

* percentage of Votes cast excludes withheld votes)

At the time of the General Meeting, the issued share capital of the Company comprised 117,917,135 ordinary shares of 25p each, all carrying one vote each in all circumstances at general meetings of the Company, and the single 2006 Creditor Scheme Share, carrying voting rights in certain limited circumstances at general meetings of the Company (including in respect of Resolution no. 1 only at the General Meeting) equal to twice the number of voting rights attaching to all the issued ordinary shares at the time of the relevant general meeting (and therefore 235,834,270 votes in respect of Resolution no. 1 at the General Meeting).

Consent of 2006 Creditor Scheme Shareholder

In addition, Cape has today received written consent to the Scheme and any necessary actions involved in the implementation of the Scheme from The Law Debenture Trust Corporation p.l.c. ("LDTC"), as the holder of the 2006 Creditor Scheme Share.

Timetable

Implementation of the Scheme remains subject to the sanction of the Scheme (and the confirmation of the Reduction of Capital) by the Court at the Court Hearing, scheduled to take place on 16 June 2011. All shareholders of the Company are entitled to attend the Court Hearing in person or through counsel to support or oppose the sanction of the Scheme.

Implementation of the Scheme is further conditional on admission of the New Cape Shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities (together "Premium Listing Admission") (and simultaneous cancellation of the admission of the ordinary shares in the Company to trading on AIM).

The remainder of the expected timetable for the Scheme is as follows:-

6.00 p.m. on Wednesday, 15 June 2011 Scheme record time

Thursday, 16 June 2011 Court Hearing to sanction the Scheme and to confirm the Reduction of Capital

Thursday, 16 June 2011 Last day of trading on AIM in, and for registration of transfers of, Cape ordinary shares

Friday, 17 June 2011 Scheme effective date

8.00 a.m. on Friday, 17 June 2011 Cancellation of admission of Cape ordinary shares to trading on AIM

8.00 a.m. on Friday, 17 June 2011 Admission and listing of New Cape Shares and commencement of dealings in New Cape Shares on the London Stock Exchange

Friday, 17 June 2011 Credit of New Cape Shares in uncertificated form to CREST accounts

2.30 p.m. on Thursday, 30 June 2011 Jersey Court hearing to confirm New Cape Reduction of Capital

Friday, 1 July 2011 New Cape Reduction of Capital becomes effective

By Friday, 1 July 2011 Despatch of share certificates in respect of New Cape Shares in certificated form

Unless otherwise stated, all references to times in this announcement are to London time. The times and dates given are based on the Directors' expectations and may be subject to change.

Availability of Scheme Circular

The Scheme Circular is available for inspection during normal business hours at the offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU and at the registered office of the Company at 9 The Square, Stockley Park, Uxbridge, Middlesex UB11 1FW until the close of business on the date on which the Scheme becomes effective. The Scheme Circular is also available to view and download on the Company's website at www.capeplc.com.

Availability of Prospectus

The prospectus dated 16 May 2011 relating to New Cape and the Premium Listing Admission (the "Prospectus"), prepared in accordance with the Prospectus Rules made under Part VI of the FSMA and in accordance with the Companies (General Provisions) (Jersey) Order 2002, is also available for inspection during normal business hours at the offices of Lawrence Graham LLP and at the registered office of the Company, in each case at the above addresses, until the close of business on the date on which the Scheme becomes effective. The Prospectus is also available to view and download on the Company's website at www.capeplc.com and will be available to view and download as from the date of Premium Listing Admission at the National Storage Mechanism's website at www.hemscott.com/nsm.do.

Unless the context otherwise requires, terms defined in the Scheme Circular have the same meaning in this announcement.

ENQUIRIES:

Cape plc

Martin K May, Chief Executive +44 (0)20 3178 5498

Richard Bingham, Chief Financial Officer

M:Communications

Patrick d'Ancona +44 (0)20 7920 2347

Ben Simons +44 (0)20 7920 2340

Numis Securities Limited +44 (0)20 7260 1000

(Sponsor in relation to the admission of New Cape, Financial Adviser in relation to

the Scheme and Joint Corporate Broker)

John Harrison, Managing Director, Corporate Finance

James Serjeant, Director, Corporate Broking

JP Morgan Cazenove +44 (0)20 7588 2828

(Joint Corporate Broker)

Laurence Hollingworth, Head of UK Investment Banking

Patrick Magee, Managing Director, Corporate Finance