Results of Placing

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 OR ACQUIRE ANY SECURITIES, INCLUDING PLACING SHARES, IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 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 OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Sherborne Investors (Guernsey) B Limited (the "Company") in due course in connection with the proposed placing of its A ordinary shares ("Ordinary Shares") and the proposed admission of such new Ordinary Shares to trading on the Specialist Fund Market ("SFM") of the London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will, following publication, be available from the Company's website (www.sherborneinvestorsguernseyb.com), subject to applicable securities laws, and at its registered office.

26 February 2015

Sherborne Investors (Guernsey) B Limited

Results of Placing

Sherborne Investors (Guernsey) B Limited (the "Company") announces the completion of the placing announced yesterday. A total of approximately 107.0 million new Ordinary Shares (the "Placing Shares") have been placed to existing shareholders of the Company, raising gross proceeds of £100 million (the "Placing").

The Placing Shares represent approximately 51.7 per cent of the Company's issued share capital immediately prior to the issue of the Placing Shares and 34.1 per cent of the Company's issued share capital immediately following the issue of the Placing Shares. The Placing Shares have been placed at a price of 93.5 pence per share, representing the closing bid price of the Ordinary Shares on the Specialist Fund Market immediately prior to the launch of the Placing.

Sherborne Investors (Guernsey) GP, LLC, the managing partner of SIGB, LP, has committed to subscribe for approximately 24.6 million Placing Shares, or £23.0 million, representing 23.0 per cent. of the Placing Shares.

The Placing Shares, when issued, will be credited as fully paid and will rank pari passu with the existing Ordinary Shares including the right to receive all future dividends and distributions.

The net proceeds of the Placing, estimated to be approximately £98.4 million, will be used to repay the outstanding borrowings of SIGB, LP, the entity through which the Company holds its investment in Electra Private Equity plc (the current "Selected Target Company") and, if appropriate, to make further investments in securities of the current Selected Target Company.

Application will be made for admission of the Placing Shares to trading on the Specialist Fund Market of the London Stock Exchange ("Admission").

The Placing is conditional, inter alia, upon Admission becoming effective. It is expected that Admission will become effective on 4 March 2015. Following the Placing, the Company will have 313,951,871 ordinary shares in issue.

In connection with the Placing and Admission, the Company will publish a prospectus (the "Prospectus"), which is expected to become available later this week. The Prospectus will contain details of the limited further allotment option being operated for a short period following Admission (the "Further Allotment Option") pursuant to which existing shareholders who could not be reached during the accelerated bookbuild process in connection with the Placing will be permitted to subscribe for new Ordinary Shares in the Company.

-Ends-

Enquiries: 

Numis Securities Limited (Broker and Joint Bookrunner) +44 (0)20 7260 1275

David Benda

HSBC Bank plc (Joint Bookrunner) +44 (0)20 7991 8888

Stuart Dickson

Richard Fagan

FTI Consulting +44 (0)20 3727 1000

Jonathon Brill

Sherborne Investors (Guernsey) B Limited +44 (0)14 8171 3843

Talmai Morgan (Chairman)

Gillian Newton (Administrator)

Important Notice

This announcement has been prepared by, and is the sole responsibility of, Sherborne Investors (Guernsey) B Limited (the "Company") in relation to the proposed placing (the "Placing") of new A ordinary shares ("Placing Shares") and their admission to trading on the Specialist Fund Market of the London Stock Exchange plc ("Admission").

No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this announcement by Sherborne Investors Management (Guernsey) LLC ("Sherborne Investors"), the Company, or any of their members, employees, Numis Securities Limited ("Numis"), HSBC Bank plc ("HSBC" and, together with Numis, the "Joint Bookrunners"), other advisers or any of their respective directors, officers, partners, employees, agents or any other person. To the fullest extent permissible by law, each of the Company, Numis and HSBC and their respective directors, officers, partners, employees, agents and affiliates disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with the matters referred to in this announcement.

No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information contained in this announcement is not intended to provide, and should not be relied upon, for accounting, legal, tax advice or investment recommendations. Investors should consult their tax, legal, accounting or other professional advisors about the issues discussed herein. The information contained in this announcement is for information purposes only and does not purport to be full or complete and none of Sherborne Investors, the Company, Numis, HSBC nor any of their respective affiliates undertakes any obligation to update or correct any errors or inaccuracies in any of the information presented herein. The information in this announcement is subject to change. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer or inducement or invitation or commitment to subscribe for or purchase any investment nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The receipt of this announcement in no way renders you a client of Sherborne Investors, Numis or HSBC.

Certain information contained in this announcement may constitute "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. These forward looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward looking statements. Save as required by applicable law or regulation, the Company undertakes no obligation publicly to release the results of any revisions to any forward looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession these materials come should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for distribution (directly or indirectly) to U.S. Persons (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) or into the United States, Canada, Australia, the Republic of South Africa, or Japan. Any failure to comply with the above restrictions may constitute a violation of such securities laws. This announcement is and may be communicated only to (and is directed only at) persons to whom such communication may lawfully be made. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"), and investors in shares of the Company will not be entitled to the benefits of the U.S. Investment Company Act. In addition, the Placing Shares referred to herein have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws and under circumstances that would not require the Company to register under the U.S. Investment Company Act. No public offer of the shares of the Company is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. Any failure to comply with the above restrictions may constitute a violation of such securities laws.

This announcement and any offer mentioned herein if subsequently made is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Prospectus Directive") ("Qualified Investors"); or (B) persons in the United Kingdom who are Qualified Investors and who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. By accepting this communication you represent, warrant and agree that you are a Relevant Person.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement or the Prospectus or any other transaction or arrangement referred to herein.

HSBC Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement or the Prospectus or any other transaction or arrangement referred to herein.

In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as an investor for its or their own account(s), in accordance with applicable legal and regulatory provisions, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in relation to the Placing Shares and/or related instruments in connection with the Placing or otherwise. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions. In addition, the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Placing Shares.